Symbiote
by lukeyandlou
Summary: After the death of Tony Stark, everyone assumes that Peter's abnormal behavior is due to grief -br / until they learn that there's another factor. Or, MCU Peter Parker gets the venom symbiote.
1. Prologue

_**A/N: Hey guys! This story is cowritten by me and my best friend Katie (we are spideytears and smilingspidey on instagram) and we are very excited to share with you our venom!peter story. Rated T for violence and language.**_

Solid - defined as firm and stable in shape; not fluid or liquid; not hollow or containing spaces or gaps.

Sure, Peter Parker had never been liquid – or even gas, for that matter. However, he had known more than anyone what it feels like to slowly lose the state of being solid – to feel his limbs tear apart and far too quickly lose their connectedness, to see parts of his body separate on the ground, to become nothing other than a pile of ash, a pile of ash which was nothing close to being solid.

Now, it was all over, as the mad titan has been defeated and the stones in the right hands allowed him to come back to this life, back to being solid. Losing that was something that would always haunt him – random sensations of losing his body suddenly stinging pain inside of him as he walked to school, nightmares of seeing his arms gone and feeling his brain begin to dissipate. Sometimes, he couldn't help but put his hands all over his face or hug onto himself at night, only to remind himself that he was once again _solid._

Sometimes, in a demented type of way, even pain was a relief, as it was a pain so different than that which he felt when his organs were ripped apart and burned away. Maybe that's what he thought now, merely two months after Thanos was obliterated, as he felt the swelling of his eye after taking such a punch and the warmth of blood dripping down his cheek.

Still, regardless, he was just a sixteen-year-old boy, and one thing he did learn from what was called the Infinity War was that he was far from ready to die.

He guessed, after looking at the evil in the pupils of the man fighting him and feeling pain and exhaustion get the best of him, that it was time to call Tony.

 _EARLIER THAT DAY…_

"But come on Mr. Stark, I promise you I got this!"

Peter had the type of shine in his eye which only came when he was on his way to mischief, a craving to be back running under the street lights with a will to bring his city justice. It reminded Tony of himself, only with a lot more innocence and vulnerability. Due to that reason, he promised himself that he would never allow the kid to be reckless – never allow him to make the type of mistakes that he himself had made.

He couldn't let anything harm this boy, especially after what he had to witness. The pleas he made when begging for his life echoing in his mind every time he tried to fall asleep – something he swore he shall never hear again.

"Peter, you're not understanding. Scorpion is a dangerous man, a goddamn convict. You know how many guards were brutally murdered as he escaped? There's no way I'll ever let a kid around that man. Just give it a rest, alright?"

Peter groaned in response, the weight of frustration beginning to come for him. "Mr. Stark, I think you're the one that's not understanding. I may be a kid, but you know what I'm capable of! You saw me on Titan, I fought Thanos himself and got away from him without a scratch! I almost got off the gauntlet, and it was my plan to save both Doctor Strange and the time stone alike. You said I'm an avenger, remember? Isn't a dangerous convict something that an avenger should be dealing with?"

"Yeah, an avenger with more experience. In fact, the others have been keeping close track of him and are already on it. Did you not see the message he left behind, huh? He's after you, kid! You're lucky I even let you leave the headquarters in the first place! Sure, you did a great job on Titan, except that time you weren't alone. You can't handle something like that on your own, you told me yourself you barely escaped the Vulture and he is nowhere near as experienced with violence as this guy! The answer is no, Peter. I'm going to get Happy up here to take you home and I want you to get some sleep before school tomorrow," Tony responded, trying his best to stay away from those hazel puppy eyes.

"I just…don't get why you don't trust me. I'm just as worthy of fighting as the rest of you! This guy is after me, and for that reason it's my fight to finish! I'll catch him and call the police and get him back in that prison, and it'll show you all what I can do. I'm going to do it whether you like it or not, Mr. Stark," Peter says with a bit more assertiveness than he typically has, trying his best to make himself look bigger but only looking smaller in the process.

"What did you just say to me, kid?" Tony responds immediately, turning himself around to look Peter in the eye.

"I said I'm going after Scorpion, and you're not going to stop me," Peter repeats.

"Do I have to take that suit away again? I am this close to calling May if you keep this up," Tony responds.

"You gave it to me; it's mine, and I'm not going to let it happen again. I grew up a lot after Titan, you know," Peter sighs, his face growing the expression of anger.

"You aren't going anywhere except your bed, keep running your mouth," Tony sighs.

"You aren't my father, you can't tell me what to do!"

Tony can't hide a wince from that, and Peter regrets his words as soon as they're out but tries his best not to let his guard down.

"Alright kid, do what you want. But I'll give you about ten minutes before you call me for help and then we'll see what happens afterward. Happy is on the way to take you home," Tony turns back around, not wanting to look him in the eye again.

He might catch on that he has a hint of hurt.

Without words, Peter nods and quickly exits the room, trying his best not to let out a tear.

Yet, as soon as he gets in the backseat of the car, his guilt turns into a smirk as he plans his attack on Scorpion tonight.

X

The last thing Peter ever wanted to do was disappoint Tony Stark.

The truth was that as Spiderman swung through the buildings of Queens that night, he was soaking in guilt almost strong enough to make him cry, shaking him to the core. He couldn't stop thinking about the last words he had said to him before he left, sticking to his tongue like poison, so contradictory considering he always wanted to tell Tony that he considered him his father – if he ever got the guts to do so. Maybe by sending a Father's Day card this June? After all, that is only about two months away.

Defeating Scorpion was something Peter knew he had to do in his heart, whether it made him feel guilty or not. He figured that it would be okay, considering how proud Tony would be when he learns that Peter succeeded.

 _I'm proud of you, kid._ It was all he needed to hear, what he was going to fight for.

Suddenly, the sight of Scorpion lingering in the alley caught his eye, waiting just about where he expected him to be.

"Bingo," Peter smiled to himself, aiming to shoot a web at the parallel building and swing towards his enemy.

"Hey Scorpion!" He called out, finally able to ride with confidence in his voice. "You looking for me?"

The criminal peered up, his wide eyes craving his vengeance, the scar on his face reflecting in the moonlight. Internally, Peter felt a bit intimidated by the insane glance that the man threw at him, but very fortunately the mask was able to hide that.

"Well, well, well – if it isn't for my dear little spidey friend," Scorpion smirks, his tongue flashing against his lip like a predator stalking its prey. "What brings you out here tonight?"

"Look, I've heard what you said about me and looking for me and stuff. Well, I got your buddy locked up and I can throw you back in there too. Wanna dance?" Peter says, feeling exuberant with the confidence living on his adrenaline.

Peter swings down and implants a kick to the man's face, but as soon as he lands he feels himself thrown backwards against the wall.

"You just had to stick your nose into my business, didn't you brat? Had you left me and my weapons be, maybe I wouldn't have to cut your throat out. Shame, ain't it?" Scorpion says, using all of his force to punch the teen in the face.

Peter is quick to pull himself up, kicking Scorpion off of him and shooting webs to trap him against the bricks. "Honest, I didn't want to hurt you, man. But you aren't giving me a choice."

Rather than responding, Scorpion looks back at him with an evil and crooked smile, the pupils in his eyes seemingly darkening and suddenly, he began to laugh.

"Sorry dude, but I don't seem to catch the punchline," Peter laughs with a bit of attitude.

"Can you catch this?"

Using the free arm that Peter had forgotten to web down, he picked up a loose brick and flung it at his face. Peter was mostly able to dodge it, but he hadn't been able to prevent it from skimming the side of his face, cutting up his cheek. Scorpion takes this quick second to pull the knife out of his pocket and cut off the webs, flinging himself on top of Peter.

Trying to shake the pain off, Peter is just about to knock the man off him when there's suddenly a gun pressed against his head.

"Move once and I'll blow your little brains out, asshole," Scorpion smirks, his face close enough that Peter feels his breath against his mask.

Behind that mask was a terrified kid, thinking about how he wouldn't be solid anymore if his head was split into pieces, if all of his blood was out of his body.

He didn't want to disappoint Tony; he wanted to prove himself right. If he called Tony now, he would show that he truly was a kid who couldn't handle things like a simple convict on his own, and he wouldn't be able to make up for what he said. If he called now, everything would go wrong.

Yet, laying there with blood staining the side of his mask and a gun against the side of his head, he knew that everything had already gone wrong. There was no other choice.

As if he was reading his mind, Scorpion got even closer to him as he said, "What are you gonna do now, call your old pal Iron Man?"

Peter did not respond as he began to slightly tremble, afraid of how to signal Tony without moving so much to get him shot.

"Go ahead! Call him!" Scorpion laughs. "I'm sure he would love to come out and play."

Still, Peter said nothing.

"CALL HIM!" Scorpion commands, banging the gun against his head.

"Okay, okay," Peter's voice trembles, "Karen, call Mr. Stark and get him to 31st alley."

It wasn't more than eight minutes before Tony arrived.

Tony had sat around expecting the call for about two hours, and was already prepared to fly out and save the day. However, he wasn't expected to see the kid held at gunpoint. It had happened before, when they first met the guardians, but it was different now. Different, because he had watched Peter die before, and he would do anything to avoid seeing it ever again.

"I'll give you one warning before I blast you out of here," Tony said, holding out the hand of his suit, "Get the hell away from my kid. You want a fight? Keep it between the adults, creep."

"Oh, I've fantasized of your murder for years, you rich fucker. But this little prick? He's the one to have gotten me incarcerated, to have ruined my business life. There's one life I want taken tonight," Scorpion responds.

This would be a difficult one for Tony to sort out of. He could easily defeat this loon, but one move and Peter would be shot in the head.

"Alright, Scorpion. What do you want, then? Obviously something, or you wouldn't be holding him hostage."

"Take off your suit, Stark," he said, Peter still trembling below him.

"Why the hell would I do that?" Tony responded.

"Because if you don't, this freak will be splattered all over the wall! You got that straight?"

Tony sighed and went back to his normal form, looking less like Iron Man and more like a terrified-for-the-kid Tony Stark. He stood there a second, all three of them staying mute.

"Well, what do you want now?"

It all occurred in one single second.

Scorpion had quickly swiped the gun away from Peter's head and swung it to shoot Tony right in the stomach.

"NO!" Peter snapped up, his super strength kicking in and throwing Scorpion far off of him now that he was not held at gunpoint. This blast caused the gun to fall out of his hands, and Peter immediately used the webs to grab it and swing it to his grasp.

The heavy silence was back as Peter held the gun and pointed it at Scorpion, but after the next five seconds went by and nothing happened, Scorpion began to run. For the rest of his life, Peter would never forgive himself for not shooting. He was too scared to kill, and as soon as Scorpion was out of his vision he dropped the gun and gasped, only to be broken out of his fear when he remembered what happened.

 _He shot Tony._

Time had been frozen. The night air was heavy and was sinking down against his bones, the wind slapping itself against his opened wounds. It seemed almost impossible for him to move, and he didn't even realize that he had torn off his mask and was running to Tony until he crashed on his knees beside him.

The first thing he did was call 911 – the fatal err he made when he was in this situation three years ago with Uncle Ben.

"911, yes, you have to come right now! My…dad, yeah my dad, he's been shot! There's a lot of blood, just get here real fast!" his voice was plagued by panic, but he hung up as soon as his message was across to lean over and grab Tony's hand.

Tony looked at the kid with immense sadness, for he knew that he didn't have enough time for medical attention. He never wanted to break the kid's heart.

"Kid, you're gonna be okay. It's gonna be okay. You call May now, alright? I don't want you walking around here alone when someone's looking for you," he replies, his voice gradually losing volume.

"You didn't have to get shot, Mr. Stark. Why'd you do that? You didn't have to get shot for me, you could've left," Peter said, and even though he feared death he wished so much that it would have been him.

"I can't lose you again Peter, I can't," Tony said gently, weakly raising a hand to wipe the tear off Peter's cheek that he didn't even know he had.

"I'm scared, Tony. I don't want you to go. You can't, I need you! We're supposed to have a parents day thing at school, and I was gonna bring May for the mother's part and I was gonna ask you to come for the father's part but I got so scared because what if you don't think of me that way and I'm just so annoying and-

"Anyone ever tell you that you talk too much?" Tony asked fondly, cupping Peter's face against his trembling fingers.

There weren't very many things out there that he loved more than this kid.

"Of course I think of you that way, Peter. I'm so proud of you, you know that?"

Peter lets out a sob and holds Tony's hand tighter.

"I'm scared Tony, I need you here, I can't be alone," Peter sobs now.

"Don't be scared, kid. You see me? It doesn't hurt," Tony uses all of his strength to manage a smile, but a smile with blood pouring out of the edges.

"If it doesn't hurt than why are you crying?" Peter asked him.

Tony winces and allows more silent tears to fall, for he wasn't crying from the pain. He was crying because this kid was going to be here alone tonight, and there was nothing he could do about it.

He couldn't tell him that, of course.

"Peter, listen to me," he said, trying to ignore the fact that his voice was fading out. Peter leaned in closer, their hands still grasping each other. "I know you are capable of so many great things, so many. You can be better than me, okay? You can grow up and be Earth's new best avenger. Do you think you could do that for me?"

"But I don't need to be, you're the Earth's best avenger. The paramedics are almost here, they're gonna fix you all better, I promise," Peter said, his voice almost as small as it was that day on Titan.

"I'm proud of you kid, you're the best son I could ask for. I just need you to promise me that you'll grow up and look after everything, and with a good degree from MIT. Can you do that for me?" Tony asked, his vision beginning to become foggy.

"I…I promise," Peter whispered back to him.

"Good. You go get that world out there and show them what you got. Remember, I love you, I'm so sorry I didn't tell you that before," Tony gasps, his eyes beginning to close.

"Tony please," Peter sobbed, "Don't leave me here."

"Never change, kid. Never forget who you are."

Tony smiles one last time and squeezes the kid's hand, and then suddenly, his grasp falls limp.

"Tony?" Peter felt his own heart stop, his eyes shot open in terror. In front of him, Tony was

laying in a pool of his own blood; what was once a man with such a vibrant and _lively_ personality now an empty corpse.

 _Tony was gone, and Peter was alone. If Peter hadn't called Tony, he would still be alive._

"Oh no, oh no, oh no, not again, not again, not again," Peter panicked, remembering being in this exact position only a couple of years ago.

"Tony, please, I'm sorry. I'm so sorry, it's all my fault! It's my fault, I should be dead, it should be me!"

Peter's words had become incoherent, as he finally gave in and cuddled up against Tony's body, not carrying that he was painted by the blood. He was so lost in his sobbing that he didn't even hear the paramedics arrive. 

"You can't take him, you can't take him away from me!" Peter had cried as he was pried off of the body. "Please don't take him, please."

It went on like this until Aunt May had arrived, who had instantly cradled Peter in her arms and allowed him to sob until he fell asleep.

That night, something changed in Peter that he would never get back.

However, all of that was only the beginning.


	2. Wounded

**TWO WEEKS LATER**

" _Peter, you're not understanding. Scorpion is a dangerous man, a goddamn convict. You know how many guards were brutally murdered as he escaped? There's no way I'll ever let a kid around that man. Just give it a rest, alright?"_

 _Peter groaned in response, the weight of frustration beginning to come for him. "Mr. Stark, I think you're the one that's not understanding. I may be a kid, but you know what I'm capable of! You saw me on Titan, I fought Thanos himself and got away from him without a scratch! I almost got off the gauntlet, and it was my plan to save both Doctor Strange and the time stone alike. You said I'm an avenger, remember? Isn't a dangerous convict something that an avenger should be dealing with?"_

" _Yeah, an avenger with more experience. In fact, the others have been keeping close track of him and are already on it. Did you not see the message he left behind, huh? He's after you, kid! You're lucky I even let you leave the headquarters in the first place! Sure, you did a great job on Titan, except that time you weren't alone. You can't handle something like that on your own, you told me yourself you barely escaped the Vulture and he is nowhere near as experienced with violence as this guy! The answer is no, Peter. I'm going to get Happy up here to take you home and I want you to get some sleep before school tomorrow," Tony responded, trying his best to stay away from those hazel puppy eyes._

" _I just…don't get why you don't trust me. I'm just as worthy of fighting as the rest of you! This guy is after me, and for that reason it's my fight to finish! I'll catch him and call the police and get him back in that prison, and it'll show you all what I can do. I'm going to do it whether you like it or not, Mr. Stark," Peter says with a bit more assertiveness than he typically has, trying his best to make himself look bigger but only looking smaller in the process._

" _What did you just say to me, kid?" Tony responds immediately, turning himself around to look Peter in the eye._

" _I said I'm going after Scorpion, and you're not going to stop me," Peter repeats._

" _Do I have to take that suit away again? I am this close to calling May if you keep this up," Tony responds._

" _You gave it to me; it's mine, and I'm not going to let it happen again. I grew up a lot after Titan, you know," Peter sighs, his face growing the expression of anger._

" _You aren't going anywhere except your bed, keep running your mouth," Tony sighs._

" _Mr. Stark, I really am sorry for not listening to you. I just was really proud of myself and wanted to prove myself to you because I want you to be proud of me. I'm so, so sorry I got you killed. It's all my fault, I'm sorry, I'm so sorry. You've always been like my father, and I love you."_

 _Peter figured that's what he should have said instead of what he did – and he would give everything for this manipulated memory to become a reality._

"Kid? You in there?"

Peter winced at the nickname, almost tricking himself that Tony was back here, and everything was just some sick joke. However, all he was faced with was a slightly disappointed looking Happy, and then he felt a strong annoyance of his memory being interrupted.

"Happy, I was kind of busy with something here."

"Look here Peter," Happy said, sitting beside him. "I think you need to stop using BARF so much. There's no way this could do any good for you."

"No," Peter immediately answered with a bit of aggression. "This is the only way I can talk to Tony, and no one is going to stop me."

"Ah, God help me," Happy sighed to himself before continuing.

"Revisiting traumatic memories isn't going to bring him back. Do you think I'm not in pain? The guy had been a part of my life for more than half of how long you've been alive. It's only going to make your mental health a mess. Do you think Tony would like that?" Happy continued.

"You weren't there Happy, you didn't see what I did. Do you know how cruel I was to him in our last conversation where he wasn't shot? You know that he told me to not go out there that night and I didn't listen, so I messed up just like he said I would and he got shot because of me! It's all my fault he's dead, and I _know_ that nothing is going to bring him back and he'll never hear how sorry I am but I can at least pretend!"

Peter had an expression on his face that Happy hadn't seen before, and he worried that the innocent and excited eyes that he had come to know would be gone forever. He never, in a million years, would have guessed that he would miss it.

"Peter, you're just a kid. Teenagers have their mood swings and bitchy attitudes, and Tony knows that. He knew how much you adored him. There's no way that you could've known what was going to happen that night. Tony lived with enough self-blame, I'm sure that he would hate to see the torch passed down to you," Happy tried his best to comfort, even though he wasn't exactly an expert at this type of thing.

Teenagers would be the death of him – but broken teenagers? A whole different ball game.

"Happy, you don't have to pretend you care. I know you hate my guts, and I know I get over excited sometimes, so I don't blame you. It's okay, you don't have to lie to me. I can get out of your hair now, if you want," Peter says, looking down in shame.

"Kid, it isn't like that. I'm sorry I've always been a douchebag, but I've become a grumpy old man now days and sometimes it shows a little too much. Truth is, between you and me, I've always cared about you and your well-being," Happy says, hoping to show that he was genuine.

Peter looked up at him, and somehow looked years younger than he actually was. "Really?"

"Tony wanted me to look after you if something happened to him, for all of us to look after you. After all, I'm still responsible for making sure you're responsible," Happy slightly smiled, looking almost fond.

Peter almost smiled back. "Is this the part where we hug or something?"

"Now, now, let's not get too crazy," Happy responded, "How about a meaningful fist bump?"

"Sounds good enough to me," Peter responds, fist bumping him.

"Okay kid, I think it's time to take you home. It's a school night, and we wouldn't want to piss off your aunt," Happy said, pulling out his keys.

"Alright," Peter sighed, getting up to follow him. "Goodnight Tony. I'll be back soon."

The car ride was silent, but it was the good type of silence, he supposed.

X

In the past two weeks, Peter had missed a lot of school.

In other circumstances, this wouldn't have been a problem. Peter was a straight A student and prided himself in his school work, and he could almost say he enjoyed it. However, especially in the times when Tony's death was extremely fresh, he couldn't find the energy to get out of bed, much less study for calculus. May understood at first, but at this point, she was no longer going to put up with it.

Now, here he was, with a giant pile of homework from each class and trying to make up for the amount of lessons that were lost.

"Hey buddy!" he heard a familiar voice speak up, and turned around to see his best friend.

"Hey Ned," he responded, his voice with a very low amount of personality.

"How you holding up? You sure you're ready for this?" Ned asked him, concern in his eyes.

"Ready as I can be, I guess," Peter told him, "Just stick around with me, alright?"

"Of course, I'll stick around until the end," Ned smiled, briefly wrapping his arm around his shoulders before they continued to walk into the halls.

It was later in class that the trouble began.

"Peter Parker, want to show me what is more interesting than my class?"

The voice of his most strict teacher made him panic, as he was too preoccupied with his phone to pay attention to the lesson. It was foolish, considering he had already missed so many lessons, but the only thing he could do right now is go through the selfies that he always made Tony take with him.

"It's nothing Ms. Strong, I promise. I'm paying big attention now, I promise," Peter tries to reassure.

"Hand it over," she says, holding out her hand.

Peter sighed and cursed himself, reluctantly handing over his device.

"Your guardian can pick it up in the office after school," she said.

"But Ms. Strong, my aunt doesn't get out of work until 5," he protested.

"Then you should have thought about that before texting during a lecture," she responded.

"I wasn't texting," he muttered under his breath.

"What was that, mister?" she asked.

"Nothing, it was nothing," he said, pulling out his notebook and looking up at the board.

"Alright, but I'm keeping an eye on you," she said before returning to the lecture.

Of course, Flash just had to turn around and laugh at him.

He almost said, _"Don't even test me today, Flash."_

For some reason, Peter was always afraid to stand up to Flash. He didn't exactly understand why, but he was always passive to Flash's derogatory comments and tormenting. How could he be so willing to take down the villains of New York and even _Thanos himself_ but be timid around a basic high school bully?

Perhaps that was the difference between Peter Parker and Spiderman.

However, he figured that his tolerance would change today, if Flash kept pushing.

"So, I got my phone taken away," he told Ned, as he met him after fourth period and they made their way to the cafeteria.

"Damn, that bites," Ned responds, "What for?"

"I couldn't pay attention to the lessons, so I was looking at some old pictures of me and Mr. Stark. They bring back good memories, you know?" he tells him.

Ned just looks at him with sympathy, not exactly knowing what to say.

"Hey loser, you feeling alright?"

Good old MJ, the only one to be acting the same as usual.

"Not really, but holding up," he said. It surprised him that MJ was hanging out with them more and more now, since she always seemed that they got on her nerves. What Peter didn't notice is that she almost blushed every time they made eye contact.

They were quiet for a moment, eating the mediocre chicken sandwiches of the cafeteria.

"Hey, can you guys stop acting all weird and touchy around me or something? It's starting to get…weird," Peter broke the silence.

Ned and MJ look at each other, giving a slight nod.

"So, you're acting like a dickwad," MJ said, trying to make her voice mirror that of Captain America in the PSAs he made that were often shown to the students.

"Dude, I will never get over the sex ed one. Remember that from freshman year Peter?" Ned giggled.

"Oh my god. 'So, you had a special dream'."

"Jesus, now I can't get Captain America and his wet dreams out of my head," MJ shudders.

Peter finally laughs, the first time he has actually laughed in two weeks.

"Aww, there's that smile! I've missed it bro," Ned smiles, and Peter has to smile again.

"You guys are the best," Peter said, finally pretending that it was a normal school day with his best friends.

Then, of course, Flash had to make his way over.

"Hey, Penis Parker," he mocked, sliding over a chair to sit at their table. "Enjoying your lunch there?"

"What do you want Flash?" MJ asked him, an extreme lack of patience in her eyes.

"I just wanted to check on my great old pal here," he says, wrapping his arm around Peter's shoulders. "So, what's up? How's the Stark internship?"

Peter took a deep breath and shoved Flash's arm off of him. "Don't."

"Oh, that's right. I forgot. The Stark internship is over, isn't it? Why, again? Oh, that's right! Because he's dead!" Flash laughed.

"Flash, I don't know what the hell your problem is," Peter turned around, aggression in his voice. "Are you really that jealous of me? I mean, it makes sense. You will never get over the fact that I'm better at school than you. I've had enough of your bullying, alright? This whole damn school has had enough. Now why don't you get lost before I get up and kick your ass?"

"Peter!"

Suddenly, the school counselor is standing right behind him.

"Yes, Mrs. Moore?" he asked, chilling down his rarely seen temper.

"Want to talk to me in my office?"

"But Mrs. Moore, Flash was the one being a bully!" Ned protested.

"Flash, as for you, I expect you to check into detention today after school. Peter, I just want to talk," she responded, beginning to walk away from the table and expecting Peter to follow.

"It's okay bud, we'll catch up soon," Ned said, giving Peter's hand a squeeze.

Peter nods back at them. "See you guys around."

"Come on, MJ, let's go hang out in the library for a while," Ned says, quickly throwing out his tray and standing to leave.

MJ agrees, turning to Flash one last time as they left. "Get fucked, asshole."

The counselor's office had a very uncomfortable static environment – like when you're in elementary school and you feel like the world's ending because you got in trouble. Peter was more afraid of being expected to talk – because he couldn't exactly explain the whole story.

"Peter, I brought you here today because I am concerned about you. Missing class, getting items confiscated, snapping at classmates. All of that is completely the opposite of your usual behavior. Is anything going on at home?" she asked.

Great.

"Mrs. Moore, thank you for caring about me, but I'm good. I'm just trying to deal with a loss, but I prefer not to talk about it," he responded, hoping with all his heart that it would end there.

Going out to Spanish class for fifth period would be better than this.

"Tony Stark? I hear that you were an intern for him. Did you have a relationship?" she asked.

It was so annoying when counselors continued to pry for private information.

"Yeah, I guess you can say we did. He was like a father to me, and I was there when it happened, so I hope you can see why I've been having a hard time. Can I go to class now? I've missed a lot and all, I don't want to fall extra behind," he gives in.

"Actually, I think it's best that you take the rest of the day off. Sometimes, mental health days are very important, and after some rest and thought you can come back refreshed enough to excel at your studies with your full potential," she said.

"No, I don't think I should do that. Like I said, I missed enough school already and no one can pick me up because my aunt is working, so I usually take the after-school bus. I've taken enough mental health days, I swear," he tries to smile.

"I'm sorry Peter, but I'm going to send you home. I've already contacted your aunt's work and she will be on the way shortly," she said.

"Oh no, that can't happen," Peter grew anxious. "My aunt can't miss work, we don't have a whole lot of money as it is and she stayed with me the first couple of days after it happened and it would be so bad if she were to lose her job and-

"Honey, you need to calm down. I'm sure everything is going to be fine. You just sit here and wait for you aunt, okay? It's going to be okay," she tried to assure.

It would never be okay.

It seemed like a million years before May had arrived, a bit of disappointment on her face, who already collected his confiscated phone.

"Let's go, Peter."

As soon as he got home, he gave up and crashed onto the bed, allowing himself a well-needed nap.

It was around dinner time when he woke up, and May had a whole different attitude.

"Peter, I think we need to have a conversation about your attitude lately."

At first he became weary, afraid of having a conversation with her similar to that he had with Tony.

"I'm sorry May, if I'm rude to you, it's just been hard," he responds.

"Okay Peter, this bullshit is going to end right now," she said, taking him aback. "Your grade in calculus has fallen to a C-. C-! You've never been lower than a B and you aren't going to get into MIT with that kind of performance. What the hell is up with that?"

"It's just been a little hard to focus on school right now, with everything that's happened," he responded.

"The deal was that this whole Spiderman business would be cut short if your grades start falling. And what is this? Your grades are falling, and I'm not going to tolerate it," she frowns.

"Spiderman?" he starts to mildly raise his voice. "This has nothing to do with Spiderman! Tony _died_ , May! He's dead! You more than anyone should know how it feels to grieve! How much work time did you take off when Ben died?"

"Oh, don't even compare this to Ben! Ben was your uncle, Peter, he practically raised you! You barely had a relationship with Tony Stark, and he's suddenly more important than your own uncle?" she shouts in frustration.

"I had no relationship with Tony Stark?" he asks. "You know what, May? Words can't describe how much it hurt when I lost Ben. But Tony? It hurt too. Do you realize that I got faded into ash on an alien planet, and it was in Tony's arms? Do you realize I was also going to invite him to parents day because I see him like a father, since Ben died? Do you realize he died right in front of me, for something that was my fault, and I experienced what happened with Ben all over again? I'm going through _hell_ right now, and I'm honestly scared because I don't feel like myself, at all. I need time to grieve, and I'm sorry, but I can't let you or anyone else take that away from me."

May is quiet for a moment, gazing at the ground and trying to process what he said. "I just don't know what to do with you now, Peter."

"I'm going to go out, since I finished my dinner," he said, turning to his room to get his suit.

"I don't want you going anywhere," she told him.

 _Last time he had said "you aren't going to stop me", things didn't end well._

"I just really need some air, and I need to be alone," he told her, and with that she said nothing.

Now, he was Spiderman again, and swung himself into the next alley. He couldn't help but punch the wall as hard as he could, even though he felt his knuckles start to bleed.

Suddenly, some of Tony's words came back to him.

" _You go get that world out there and show them what you got."_

"I'll show them what I got alright," he told himself.

He decided that this world was far from fair, and even though he promised to protect it, parts of it had to pay for what they did. Scorpion would have to pay. He was going to avenge Tony, and then he was going to work on becoming the world's best defender.

No matter what it took to get there.


	3. Endless

_**A/N: Thanks for the supportive comments! Reviews make our day and mean the world! So we are now having a schedule – there will be a new chapter released every Thursday!**_

How could it be that one of the most populated states in America could be so lonely?

Tonight, especially, Peter found it very difficult to do what he usually did. Of course, there was almost nothing that gave him more joy than being Spiderman, but as of late, he wasn't feeling the same. For one thing, hitting the streets in the after hours seemed to make all of the Peter Parker problems fade away – at least for a second.

This time, it wasn't doing the trick. Nothing would, he decided.

For a series of times he went out over the last year and a half, he always had felt safe, knowing that Tony was watching over him. It gave him this feeling of invincibility, knowing that he would always be okay if things went wrong.

He hated himself for that assumption, as it has completely turned around to bite him in the worst of ways.

Maybe the fact that he couldn't call Tony to tell him about patrol was why this felt so lonely. It was why the one lone star shining brighter than the others in the navy sky above him was the only thing keeping him from feeling so alone.

Sometimes, he wished that he could just stay Spiderman, and not Peter Parker.

This time around was extremely frustrating, for it was a slow night and he wasn't finding anything worth acting against.

"Well, this totally sucks," he mumbled to himself, and he almost thought about giving up and going home. He decided against this, remembering how he left things with May.

As if the universe was listening to his complaints, he noticed a hooded figure swipe a wallet out of a woman's pocket in the quad.

"Ah, there we go," he tells himself again, quickly shooting the webs at his hand and jumping towards them.

"Hey buddy! I don't think that belongs to you," he says, using the webs to grasp the wallet and hand it back to the bewildered woman. He hoped that she would consider using a handbag instead of back pockets next time.

In the second that Peter made sure the woman was okay, the pick-pocketer sprinted in the other direction.

"Jeez, we've got a quick one on our hands," he said, followed by, "Hey! Get back here!"

The thief looked back at him once but did not use words, his expression only revealed by the drops of sweat coming from his forehead. For a second there, his nervousness made Peter feel guilty. He hated to make people feel afraid, even if they were criminals.

"I don't want to hurt you, I swear!" he said automatically.

 _Why did he say that to an opponent?_

He really did need to get better at that part of the job. He wished he had time to ask Tony to teach him.

Capturing the thief should be easy, considering he was running by foot and Peter had the ability to swing. This was what he was just about to do, hitting a wall with web and preparing to fly, until he realized he was in the wrong part of the city.

No, not because it was of high crime rate. He could take crime any day, no matter what part of the city it came from. It was the wrong part of the city due to one crime in particular.

"You could do this Peter, you got to do this," he told himself, "Come on, Spiderman."

The thief sprinted straight through the darkness of the alley, but Peter couldn't go past the entrance.

This was the same alley where Tony had died – only two weeks ago.

He was almost able to follow the guy, until he realized setting his foot there brought tears to his eyes. Before he knew it, the thief had disappeared.

"I lost him," he said, feeling his voice start to crack, "I lost him! Damnit!"

Suddenly, that was the last of things to worry about. He could only worry about looking down, and feeling the warmth of the blood that had covered the very suit he was wearing now.

He had really been nervous to wash that suit when he came home. He didn't know how to explain why, either.

He didn't know how much time had passed before he had slid down against the bricks, trying his best to control his breathing.

" _The Stark internship is over, isn't it? Why, again? Oh, that's right! Because he's dead!"_

The words were like bullets through his brain, hitting him again, and again, and again. It was loud enough to make him cover his ears, it was strong enough to make him tremble in fear.

"Stop, leave me alone! Please!" he cried, as if this thing could listen.

He could see Tony's bloody body, which had been only ten feet from where he sat now. He could see the way his eyes looked before the life left his body, the way his voice lost the personality that he had come to know. He could see himself holding onto his corpse, his body covered with blood as if he was the one that got shot.

He was sobbing now, holding tightly onto himself as if he was trying to push out these demons in his head.

 _It'll be endless, won't it?_

He's clenching his fists and digging his nails into his palms, feeling so incredibly _small_ , and he couldn't even find the strength to get himself up and run far away from there.

The only thing to snap him back to reality is when he felt fur against his leg.

Perplexed, he allowed his eyes to open and look down, seeing a fluffy white cat rubbing up against him with nothing but serenity coming from the blueness in its eyes.

He is unable to respond, still trying to ride down from the anxiety attack, but his shaking begins to seize as the cat meows and makes its way onto his lap.

"Hey kitty," he finally says, his voice raspy and cracked, "What are you doing out here by yourself?"

The cat was much too friendly to be stray, even though it didn't have a collar.

Meowing again, the cat nested itself onto Peter's lap.

Hesitantly, he put out his hand and allowed it to smell him, and then began to pet its back.

"You're a friendly little kitty, aren't you?" he said, and the cat began to purr.

"See, you came at just the right time. You ever been scared? I'm pretty sure cats get pretty scared. I was scared, you know that?"

The cat looks up at him, as if it was nodding in understanding.

"It's just…this alley isn't a good place. There was this guy, Tony Stark. Really good guy. It's just…you could say I loved him, like a father. He died here," he said, his voice fading off, but his breathing steady.

"I know that you can't understand, but it really, super, messed me up."

Something told him that the cat did understand indeed.

For just a moment, Peter continued to pet the cat and it rubbed against his chest, and he didn't care that his suit was getting covered with fur.

 _A lot better than being covered with blood._

"You know, my uncle once told me that when things get bad, you hang onto the little things in life, and sometimes it takes something bad to find them," he starts to smile, "I guess you're my little thing, buddy."

"Snowball? Where are you?"

The voice was coming from the other side of the complex he was next to, sounding full of worry.

"Are you snowball?" he asked the cat, who didn't seem to disagree.

Carefully, he picked up the cat and stood up, carrying it out of the alley and towards the other side. "Hey man, is this the Snowball you're looking for?"

The man turned around in relief, him and Snowball ready to embrace each other.

"Ah, Snowball! God, I was so worried. Thank you Spiderman! Thank you so much!"

"Of course, sir. That's a real good cat you've got there, make sure you give her lots of love."

He gives a slight nod of goodbye, and then turns and zips away.

Despite the tear stains under his mask, he also hid a smile.

After allowing himself to breathe while petting Snowball, he was able to walk out with a much clearer mindset. The flashbacks have left him, for now, and he decided it was time to make things up with May.

He knew she didn't mean anything she said, and he should have known that earlier. It must have really worried her when he stormed off in such an upset state, and he knew she must be drowning in regret right now.

"Alright Queens, time to close up shop for the night," he says, starting his walk back to the apartment.

He really should look into a therapy pet.

As he approached the apartment and swung to the window of his room, he could feel the humidity of the feeling in the air crushing down on him, solely created by the negative vibes which had radiated between he and his aunt. Even so, he knew that both of them must have a clear mind by now, and there was nothing he hated more than fighting with someone he loved.

Peter made sure to change to pajamas first, as wearing the Spiderman suit may make things a little too awkward. Finally, he creaked open the door of his room and started towards the living room, where May was sitting in silence on a kitchen chair. She had known the second he came home, as she always did, but decided to wait to speak until she could look him in the eyes.

One glance at his face, and she knew he had been crying. Maybe she had been too.

"I'm sorry."

They said it at the exact same time, and although Peter kept his glance down anxiously, May kept hers straight.

"Peter," she continued, "You don't have anything to be sorry for. The way I acted…it was completely uncalled for."

He raises his head to look at her, his eyes still bloodshot from the anxiety attack earlier.

"I'm sorry that I've never been exactly support of you and that Mr. Stark. I was worried that he would, I don't know, put you in danger. I didn't know that you were more than, say, work partners," she sighed.

She walks to the couch, Peter following her.

"I just thought you did," he responds, "You let me skip school for a few days and stayed home with me and stuff after it happened, so I just, uh, thought you did."

"I thought what happened was that you were shook from a man dying right next to you, Peter. I truly didn't understand that he meant that much to you. You don't talk to me enough these days, you know."

"I'm sorry, I'm real sorry," Peter sighed, "I just knew that you didn't really like him and I don't like talking about things I like that the other person doesn't because then I annoy them and I hate to be annoying and I also really get my feelings hurt when-

"Honey, it's okay," she soothes, "I'm not angry with you, and I'm never annoyed with you. I just think you and I both need to work a little on communication."

She leaned forward, grabbing her nephew by both of his hands and looking him straight in the eye.

"Please, help me understand. I want to understand you, always."

"Okay, I'll try my best," he said, sitting down on the couch beside her.

"So, I got my powers like, right before Ben died. I think we went through this, right? Oh yeah, right. Anyways, when Ben died, I blamed myself. I had the abilities to save him and I failed. I still did a lot of Spiderman stuff, because it was real good to keep my mind off of it, somehow. I was really feeling rock bottom about it all when Mr. Stark came here and took me to Germany, and there was something about it that just made me feel like I had _so_ much coming for me. I started feeling like I could do anything, so that's what I did. Mr. Stark didn't really like that though, and even though it made me mad back then, I know it's just because he cared about me," he started.

May nods, waiting for him to go on.

"After all the Vulture stuff, he and I started to hang out more. At first I was scared that I was being a burden on him, because he's such a busy man and all and why would someone like _the_ Tony Stark want to hang out with somebody like me? I asked him that once, and he said it was because I was the coolest kid he knows, and that I really didn't understand. He started picking me up from school sometimes even though it was really out of the way, and when I would be over he would teach me about engineering and I even started building a model of my own. I never did get to finish it," he laughs sadly, reflecting on all of the times he would mess it up.

"You see, growing up, I always had this gap in my heart, because I grew up without a father. I didn't have what other kids did. When Ben became a big part of my life, that gap was filled, and I felt like everything would be okay, and then he died. I thought I would never get that back, but then Mr. Stark came around. At first, it was true, he was just my mentor. But after a while, and all of the times he comforted me after the scary parts of this job and all of our adventures last summer and all of that, the gap was full again. Do you understand?"

She nods at him, waiting for him to go on.

"Everything was okay again. And then, he died too. Every night, I feel his blood on me again, and I remember how I was a jerk to him earlier that day. Sometimes, I forget it wasn't just a dream, and I wake up and grab my phone like I'm about to call him. _Hey, Mr. Stark, I had the craziest dream last night!_ Then, I open my eyes a little more and remember that he's gone, and it makes me not want to get out of bed. I went through this before, with Ben, but when I got a little older I got that the Ben thing wasn't my fault as much as I thought it to be. But this? This was, and I lost touch of who I am and it terrifies me May," he says, and he can feel his eyes start to water again.

May pulls him into her arms, stroking his hair and cuddling him into her chest.

"I'm so sorry, baby, I'm sorry," she soothes, her eyes almost watering as well.

She would damn herself for not taking the time to understand better, when Peter was in so much pain. That would change today.

"I miss him, I really, really miss him, and I'm scared that everything will be wrong forever," he tells her.

"Peter, look at me," she says, lightly placing a finger under his chin so he is facing up at her. "I'm not going to tell you everything's okay, because I know that it isn't for you and I will never lie to you. It's going to take a while before everything is fine, but it will one day. I don't know how long, but one day. Just keep remembering that he must be so proud of you, and he knows that you're strong enough to get through this. Do you think you can be strong for us?"

"Yes," he says, "I always try my very best, I promise."

"Even so, it's okay to hurt for a while. I'll be with you until the end of it, okay? You can trust me with anything, you know," she adds.

"I know, May," he smiles at her. "I'm real exhausted now though, so I think it'll be best to get to bed."

"Of course, sweetie. You want waffles for breakfast tomorrow morning?"

"Maybe, but I'm kind of feeling some Lucky Charms," he responds, yawning and getting up to retreat to the bedroom.

"I'll make sure to pick up some more cereal after work tomorrow," she tells him, "And one more thing. Do you think you need to see someone about this? Like a professional?"

"I think I'm good, but I know a guy who might be able to help with that if I need it. His name is Bruce, great guy," he answers, "Goodnight, May. I love you."

"I love you too, Peter," she responds, and he closes the door to his bedroom.

As he turns out the light and tucks himself into his Star Wars bedsheets, a certain memory comes to mind.

 _You sure you okay, kid?_

 _Peter hated that Mr. Stark decided to pick him up from school on such a dreadful Wednesday. Of course, he has seen much worse days, and worse school days, for that matter. There was something about this day, though, that made him feel uncomfortable._

" _I'm all good, Mr. Stark, just a bit of an off day. You can just take me home, if you want."_

 _Now, Mr. Stark was not buying that he was feeling alright at all. If someone knew pain, Tony Stark did, and he couldn't help but notice that the shine in the kid's eyes wasn't as bright as it usually was._

" _Actually, I think I'm going to need you today. I've got this craving right now, and I would look kind of like an idiot if I asked someone to go with me. You in the mood for some chocolate ice cream?" he asked, giving the kid a smile._

 _Peter couldn't resist a smile. "Actually, I prefer cookies and cream, but I guess I'm down."_

" _How could someone prefer cookies and cream to chocolate? Insanity. We're driving to Baskin Robbins now, okay? Try to stop me. You're not going to stop me," he says, beginning to drive away._

" _Alright, Mr. Stark," he gave in._

" _If anyone ever asks, I'm going to get you ice cream. The whole thing is all you," he says._

 _It was about thirty minutes later when they had the ice cream cones in hand, taking a quick walk through Central Park to get Peter's mind off of things, he guessed._

" _Alright kid," Tony started to say, "You haven't made a peep all day and that makes no sense coming from a chatterbox like you. What's up?"_

 _Peter sighed. "I was feeling a little sad at school today."_

" _Why is that? Is someone messing with you?" Tony grew angry._

" _Well, part of it. Ned wasn't at school today, and MJ had to makeup a test during lunch because she was absent last week when we all took it. I was like okay, it's cool, I'll just eat my lunch and get an early start on my homework. But there's this kid Flash, and he really doesn't like me, and he saw me sitting by myself and he started making fun of me for it. He said I would be alone forever soon, because I was too annoying for anyone to keep me around, and if I disappeared no one would even notice. It's stupid to get upset over, I know, but when I went to fifth period I couldn't stop thinking about it because maybe I believed that before he even told me," he admits._

 _Tony felt his blood boil, and wished it was socially acceptable to go punch a high schooler square in the jaw for saying such things to his kid._

" _Okay kid, I'm going to teach you something that I wished I learned a few years ago," Tony starts, "When someone, or something, starts to mess with you, there's one thing you've got to remember – don't get sad, get mad. You go find the weak spots and get back at him, and he won't mess with you again. And as for the other part…_

 _Peter looks up at him sadly, and it was right then that Tony remembered how young he really was._

" _Peter, you're the best kid I've ever met. You're smart, you're funny, you're kind and brave. You can't let anyone take those away from you, and for those reasons, you will always have someone by your side who loves you for who you are. I don't make a lot of promises, but I can promise that you will never be alone. I'll never leave you alone, kid," he says, "Okay, that last part came out creepier than I thought it would."_

" _But what if you have to leave, like if you die or something? What will I do then?" Peter says, turning his head to look back at the park._

" _Whether I'm here or not, you aren't going to be alone, and I have people who will watch over you if something happens to me," he answers._

" _But I don't want other people," he turns back to face him, "I want you."_

" _Don't worry, kid. I don't think I'm going to go anywhere anytime soon. I've got to teach you too many things," Tony smiled to comfort him, "Like why chocolate ice cream is better than cookies and cream."_

 _Peter had to laugh at that. "Thank you, Mr. Stark. I'm feeling a lot better than before."_

 _Tony pats him on the back affectionately. "We better get going now, so you can be back by the time your aunt does. I've got to tell you one more thing though."_

 _Peter stops to look him in the eye._

" _My favorite thing about you is that you're a lover, but a fighter too. Never let anything take either away from you."_

Six months later, Peter was laying in bed on another dreaded Wednesday, except there was no Tony to make him feel better about it. His memories, though, reminded him that he would never be alone. He looked at the picture of he and Tony making silly faces that he had just framed, and remembered May's words – that everything would be okay, one day.

He got some sleep for the first time that night.

Maybe tomorrow after school, he would stop and get some chocolate ice cream.

X

" _BREAKING NEWS: TODAY MARKING TWO WEEKS SINCE THE MURDER OF TONY STARK AND NEW CEO OF STARK INDUSTRIES TO STILL BE DETERMINED."_

"Hey, don't you got a friend who worked for that Mr. Stark?"

MJ turned to see that her mother has gotten out of bed, for the first time in a while, eager to see the evening news.

"Yeah," she responds, leaving it at that, deciding it was best to switch off the TV.

"Is he sad about it? Did he know him?"

"Yeah."

"Yeah what? Michelle, when are you going to start talking to me?" her mother grew frustrated.

"Sorry, it just all sucks," she responds, "I'm not really up to talking about it."

"Fine," her mother surrenders, making her back to the bedroom.

MJ sighs, laying down onto the couch and plugging her earphones in, keeping her focus up on the apartment ceiling. She would never admit it, but seeing Peter so sad was starting to break her heart.

She didn't know him at the time that Ben died, so she wasn't used to seeing him empty of that shining energy that made him so special.

To everyone else, it just looked like Peter had lost someone he worked with, and they might have been whispering around that he was over-reacting. MJ, on the other hand, knew that it was a lot more than that.

Ever since the time that she became captain of the decathlon team last year, you see, she had figured out that Peter must be Spiderman.

It all made perfect sense, and she didn't understand how the other kids didn't figure it out too. Wasn't it suspicious that Peter was constantly disappearing, and it was only when he was gone that Spiderman came into the picture? Pretty simple.

Everyone, knowing that Peter was Spiderman or not, knew that Iron Man and Spiderman had some sort of relationship. They were always seen together, and Iron Man has rescued Spiderman in several scenarios.

Four years ago, MJ had lost her father in a car accident. She knew how it felt to lose someone close, and she just wished Peter would _talk_ to her.

 _Why would Peter talk to her if she was always so standoffish?_

In fact, she talked to Ned more often than she talked to Peter. All three of them hung out frequently at school, but she texted Ned more often. Sometimes, she was afraid to text Peter first, because he must always be so busy, unless it was a homework question.

 _Maybe, rather, it was because she was afraid of feelings and sometimes looking at him made her heart race. It made absolutely no sense, though._

She wanted to talk to Peter, because she thought that maybe she could help him. Even if not, and she's just in over her head, she could at least try, because Peter Parker was sunshine and she was rain, and that was never supposed to change. Not on her watch.

Twenty minutes had passed, and she had been sitting there looking at her phone with the option to call him, draining her phone battery by the second.

She already was a loser – what's pushing it even more?

"Ah, fuck it," she told herself, biting her lip and pressing call.

Ring, ring, ring, ring. Voicemail.

"Oh, uh, uh, hey, loser. I know it's kind of random to call and call so late but I just kind of wanted to, like, see if you're okay. It must really suck, what happened and all, and I know how it is and I wanted to say that you could always talk to me. Call me back, and maybe we can get pizza or something. Talk to you later."

Well, if that wasn't the most awkward voicemail to be recorded.

"Are you sure you would like to send message, or would you like to re-record?"

Anxiety flooding through her veins, she froze up and decided that she would totally regret it if she sent that out.

"No, uh, re-record."

"Leave a new message after the beep."

"Hey, Parker. Did you get the Physics homework from earlier? Call me."

"Send."

Maybe next time, she would get the guts to say something else.

 _ **A/N: Next chapter is the moment we've all been waiting for…an interaction with something from space!**_


	4. Affliction

_**A/N: Sorry for skipping a week, we were very busy.**_

Ever since he was a child, Peter had looked up to superheroes.

When he was growing up, he had used many of Ben's office papers drawing the Avengers that he saw on the news, since his infatuation had grown after his trip to Stark expo and his first interaction with Iron Man himself.

Little did he know that he, not even a decade from then, would be able to call himself an Avenger as well.

Peter had known Rhodey for a while now, as Tony had introduced them properly once Peter started to visit more often as Peter Parker rather than Spiderman. Like many others, he was fond of the kid, even though he seemed annoying with his antics.

" _I don't think your friend Rhodey likes me," Peter had said, "I think I get on his nerves or something."_

" _Don't worry about it, kid," Tony had replied, "He told me you're the brightest kid he knows."_

Bruce Banner, on the other hand, was someone he didn't know until the Infinity War happened. Despite this, he had known him through Tony's stories alone.

" _Oh, you'd really like Bruce, if he ever comes back. He and I used to build the craziest things together, and he was always there for me when things got tough. He's real gentle with you, when he's kept calm," Tony told him on a drive home, "I really do miss him."_

" _He sounds great, Mr. Stark," Peter replied, giving him a sympathetic smile._

" _He was," Tony turned towards him at a red light, "Kid, if Bruce is here one day and something bad happens with you, I want you to go to him. I think you guys could help each other a lot. You understand?"_

" _Sure thing, Mr. Stark."_

Now, Bruce was back, and both Peter and Tony had the idea of Peter meeting him in the headquarters, where Peter could show him the robot he had been working on and they could become "science bros" together.

Instead, they had only properly seen each other at Tony's funeral.

After that, Peter didn't think that Bruce would try to contact him again. He was isolated at the funeral, spending the whole time violently tugging at his sleeves. Peter almost wanted to give him hug.

He decided he was wrong when Rhodey had given him a call saying that he and Bruce wanted to take Peter for lunch.

Now, he was awkwardly sitting in the backseat of Rhodey's car, May smiling and waving to him from where he had left the apartment.

"Hey, kid," Rhodey turned to him, "Any idea of where you want to eat?"

"Oh, me?" Peter stuttered, "You-you don't have to ask me. Anywhere is fine, really?"

"I'm pretty sure kids that age like the mall, Rhodes," Bruce added, "Wait, do you kids still like going to the mall?"

"Uh, yeah, we do," Peter offered him a smile.

"Banner, who the hell goes to lunch at the mall?" Rhodey laughed.

"A sixteen year old kid, that's who," Bruce said, turning back to Peter, "Don't worry buddy, don't let his grumpiness ruin the fun."

Peter giggled a little.

"Alright, fine, to the mall we go," Rhodey said.

The ride there was a bit of an awkward ten minutes, Peter playing with the zipper on his jacket the entire time.

"I thought this kid was a chatterbox or something," Bruce whispered to Rhodey.

Rhodey only gave him a " _Really?"_ look in response.

"Right," Bruce whispered again, turning his head to look out of the window sill.

 _You can't have a lot to say when your father figure was murdered in front of you._

The ride had been mostly silent, until the three were sitting together in the food court.

"So," Peter said, "I'm not trying to be rude and I'm so thankful you thought of me sir but…why invite me?"

"Tony always did say you were a bit self-conscious," Rhodey told him.

"Self-self-conscious? N-No, it's not that. I was just wondering-

"There's a reason we three are here today," Rhodey said. "I'm not going to dodge the elephant in the room anymore. Tony's dead, and we were the closest to him, and staying close to each other after that."

"So like, group therapy?" Bruce asked.

" _He sure tugs his sleeves a lot," Peter thought. Tony had once told him he had anxiety too._

"But what about Happy?" Peter asked, noticing his absence, "and Pepper too, I was never close to her but I know she would really-

"Happy didn't feel up to socializing," Rhodey interrupted, "and he's been pretty dicey about dealing with Tony's death. Pepper actually couldn't handle the circumstances and split. We have no idea where she is now."

"Oh, man," Bruce said, his face full of concern, "The only damn person who could fix this is Tony and he's gone! I don't know what we are going to do and it's majorly stressing me out!"

"Brucey, take a deep breath," Rhodey told him, and Peter had never heard that kind of gentle in his voice. " _That's_ what we are here for. We can't exactly help Pepper and we'll have to work on Happy, but us three? We can help get each other through this. I was having a late night heart to heart with Tony once, and he told me that if anything were to happen to him, I need to be looking out for everyone else. So, that's what I will do."

"How are we going to do that?" Peter asked.

"We just need to remember that even if we aren't exactly best friends, as Avengers, we are a family, and we were Tony's only family. If one of us starts falling, we need to pick each other up. Do you guys agree?" Rhodey answered.

Bruce and Peter nodded at him, and in comparison to Rhodey, they looked so very small.

"I honestly could really use a cheeseburger now," Bruce said, "Kid, you know any good cheeseburgers?"

"There's this place called Johnny Rockets, and they're supposed to have some good ones. I went there one time; my best friend Ned likes it a lot. It's on the other side of the food court," Peter told him.

"I'm down for a cheeseburger too," Rhodey smiled, "Let's go."

Peter honestly didn't have much of an appetite, as he didn't have a big one at all these days. He decided he lost control of his life, as he had ate two family sized bags of Doritos this morning, and considered that breakfast and lunch alone. However, he knew that Rhodey would insist he ate something anyways. His eyes lit up for a moment when he read the menu.

"Dude!" he exclaimed, taking the two men slightly by surprise, "They have Oreo churros! Oreos _and_ churros?! That's like the two best things in the world, but in one?! Awesome?"

"So, I take it that's what you want?" Rhodey turned.

"Yes, sir, I would really like that please!" Peter smiled innocently, and they made the silent vow to protect him from the cruelty of this world the best that they could.

"Alright," Rhodey said as he got to the front of the line, "Can I just get two cheeseburgers and the best Oreo churro you got?"

The cashier only nodded and held his hand out for money, without saying a word.

 _Well, that's odd._

"Anyways… I guess it's time to wait," Rhodey said.

In about five minutes, the cheeseburgers were passed along the counter, and as Peter frantically grabbed for the churro he found a third burger instead.

"Uh, I think they got the order mixed up," he told them shyly.

"No kid, we ordered three. I have a feeling you're lying about not being hungry, and Tony would come down and haunt me if he knew I let you starve," Rhodey said.

Peter sighed. "Okay, that's fair. But no churro?"

"No kid, we still let you have a churro," Bruce said, "Is it not in there or something?"

"Nope," Peter answered, "I see nothing."

"Excuse me?" Rhodey said over the counter, looking towards the chief who stood there, "You guys forgot the Oreo churro. I've got my receipt right here."

The chief looks up at them with bloodshot eyes, saying nothing, before he ignores him and returns to touching the meat with his bare hands.

"Oh hell no," Rhodey mumbled, leaning forward to be louder. "Excuse me? I'm talking to you, sir! Do you know who I am?"

"Dude, the churro is literally right there," Peter giggled, seeing the churro sitting on the other side of the counter. "

"Hey Mister!" Bruce raised his voice, "Just hand us the damn thing!"

"Bruce, you okay?" Peter asked, seeing him begin to get heated up.

"How about you two go sit down and eat the burgers? I'll deal with this guy right here alright," Rhodey tells them.

Bruce nods, and as the two walk away all they can hear is Rhodey saying "Hand me the damn churro before I call the health department, because I swear to God I will!"

"So, Tony told me a lot about you," Peter tells Bruce, "That you're real good at science and all three of us could build something together and stuff. He said you're a real good friend, too."

"Tony talked to you about me?" Bruce said, his voice softly surprised.

"Yeah, a lot. Especially when we worked with the robotics, because he was teaching me a lot since he wanted me to go to MIT for college," Peter smiled at him.

"You like building stuff?" Bruce smiled, a bit excited. With Tony gone, he didn't think he would have someone to build with him again.

"Yeah, Tony grew it on me," Peter smiled, picking up on Bruce's excitement about it. "If you want, maybe we could start working together too."

"I would love that, buddy," Bruce smiled, "Tony would too. I know he's real proud of you."

"He did tell me once to go to you if I need help with something, and I _do_ need help with robotics," he told him.

Bruce took a second to seep that in, realizing that now that Tony is gone, he has a whole new responsibility to take on.

"Hey, kid…" he started, "Do you have any anxiety problems after all of this?"

"Anxiety?" Peter said, "I don't think I really got anxiety. I mean, I kind of freaked out the other day because I went in the alley where it happened, but that's normal, isn't it?"

"I want to make sure you're alright," he sighed, "Anxiety is a real bitch to deal with and if it happened to you I would need to refer you to the proper care.

"What's it like?" Peter asked.

"Well, it's kind of complicated to explain, but you're a smart kid and I know you'll get it," Bruce sighs, "It's like everything is glass, and you're scared of cracking it because if you do, everything in you snaps with it, and you forget what it's like to breathe."

"Do you have a hard time with it?" Peter asked, "Are you okay?"

"Well, to be perfectly honest, I've really felt it lately. I always called Tony to help because he was really comforting, but now he's gone and I feel so alone. He was like a brother to me, you know? I keep thinking 'Hey, I'm finally back on Earth and I'm finally me again! I better call up Tony and we can work on some new projects!' Then, I remember. It makes me remember that this world just takes and takes and I really stress out and stress leads to anxiety and anxiety leads to-

"Has anyone hugged you?" Peter asked, "since it happened?"

Bruce is quiet for a moment, looking down in sadness. _Why was he looking for attention from a traumatized kid that he was supposed to be looking after?_

"No," he tells him, "The last person to hug me was him."

Peter stepped out of his chair, walking over to Bruce and hugging him tightly. Bruce is surprised for a minute, but reluctantly hugged back.

"You're going to get through this, I promise," Peter told him, "I know I'm not much and I'm definitely no Tony Stark, but I can be your friend, if you want. Like Rhodey said, we could get through this together."

Bruce smiled, looking down at the kid as the hug ended. "You act a lot older than sixteen, Peter. Being friends would be awesome."

Rhodey finally pulled back up to the table, the churro in his hand.

"Jesus Christ, these people! That idiot refused to help us out, so I called the manager and threatened to call the health inspector, and _then_ he finally handed me the damn churro. I told him he better re-staff, or they're going to keep that one star on yelp," he sighed. "Here you go, kid."

"I'm super sorry for all the trouble," Peter said, his eyes lighting up as he dug his teeth into the snack.

"Did I…interrupt something?" Rhodey asked, seeing the emotional expressions on their faces.

"No, not at all. I just made a new friend," Bruce smiled.

"I'm really happy you called me Rhodes," Peter said, "I think we all really do need each other. Now we just gotta recruit Happy into the clique."

"For sure," Rhodey said.

Peter decided that as long as he had these guys to guide him, things might be easier to turn into being okay.

X

Whether things would be okay or not, Scorpion would still have to pay for what he did, and Peter won't rest until he does.

"Ned," Peter asked, "You said you'd help me with anything, right?"

Ever since they had met in the sixth grade, Peter and Ned had been inseparable. They had spent countless nights staying awake until 4 am, either because they were too excited to rest or too sick in the head to sleep, for one reason or another. The latter was not as common, but it was starting to grow more common as of late.

Peter firmly believed that everyone deserved a best friend. A best friend to laugh with them until their ribs wore out, a best friend to hold them when everything goes wrong. Through Ben's death and through Tony's, Ned had always been by his side.

They always promised that they would do anything for each other, and there was times where Ned put himself in danger for the sake of Spiderman; but now, he had to test how far that would go.

"Well, it depends, actually," Ned answers, sitting up from the bed, "Wait…Did you _murder_ someone?"

"No," Peter laughs, "Not like that."

"What's up then?" Ned asked, and Peter sighed in response.

"I can't stop thinking about that Scorpion dude – like, every moment of every day. I keep seeing his face everywhere I go and I think it's really him and I'm ready to smash his face in, but it's really nothing and I was just tripping," he says.

"So," Ned said, "You do want to murder someone."

"Honestly, I don't know, man. He killed Tony, I definitely should've killed him back, but that's scary. I couldn't shoot him that night, I had the chance. I just…I need to find him," Peter answered, sitting up as well.

"I don't know Peter, this guy was strong enough to kill _Tony Stark,_ do you think you could take on a dude like that?" Ned grew concerned.

"It wasn't Tony's fault!" Peter responded, a little too aggressively. "Tony could have taken that guy in his sleep. It was…because of me. If I hadn't left my guard down and let that gun be held to my head, Tony would still be alive."

Ned sighed in sadness.

"Look, I know you're just trying to keep me safe," Peter said, "but finding Scorpion is something I really have to do. If I don't catch him, I will never sleep again, I swear to God. I can at least turn him into the police, you know?"

"I just don't want to lose you, dude," Ned told him.

"I'll be alright," Peter consoles, "I just have to take some time to train, to make myself stronger. Maybe I'll find something that ups my strength or something."

"Like…drugs?!" Ned gasped.

"No," Peter laughed again, "All I'm saying is if I randomly got bit by a spider and got these type of powers, anything like that could always happen again."

"The thing is, how much do you actually know about this guy?" Ned asked.

"That's what we are here to find out," Peter said, stepping off of the bed and pulling his suit out of his bag.

"Whoa!" Ned exclaimed, "are you going on a mission or something? Dude, I thought we were gonna play Xbox!"

"No missions, not tonight," Peter answered, "I'd never ditch your Xbox date, buddy. I just brought it because Karen has got to help me out with something."

He stepped out to dress into the suit, ready for the first stage of his plan to commence. "Hey Ned, pull out a notepad and pen, yeah?"

Ned nodded in agreement, turning on the light and reaching for the supplies in his drawers.

"Karen?" Peter asked, activating the suit, "Can you run facial recognition on Scorpion from April 18th and get his background information?"

"On it!" Karen replied, scanning the tape from that night. "Here's what I got: Mac Gargan, same criminal as has been scanned the day that we were on Staten Island ferry. Consumer of alien tech sold by Adrian Toomes, escaped Queensville correctional facility on April 10. Is often seen hanging out in Poughskeepie, New York, but has traveled to Queens in search of Spiderman."

"Well, he's not going to be the only one going on a search," Peter smirked, "Ned, can you write all of that down?"

Ned mumbles to himself as he bullet points the information, then pauses for a second. "Wait, why are we writing this down?"

"Because I'm going to use it to find Scorpion, and you are going to help me," Peter told him.

"Oh…oh!" Ned dropped the pen, "Peter, I'm sorry, but I'm not going to help you kill yourself."

"C'mon!" Peter protested, "He killed Tony, Ned! Not only did he kill Tony, but he killed him because of me. My uncle Ben once told me that with great power, comes great responsibility. This is _my_ responsibility! I have to catch Scorpion and bring him down, and I have to count of you to be there for me."

"Oh no, don't give me the sad eyes," Ned affirms, "I don't know if I could do this…This is like, illegal!"

"Ned, I'm an Avenger now, so I don't have to follow the same rules!" he says, "And, you know…Maybe you are too, because you're my guy in the chair. You are, aren't you?"

"Oh, don't do that to me!" Ned sighed.

"Please…." Peter begged, looking at his best friend with the saddest look in his eyes.

"Alright, Peter, fine," Ned gives in, "But if something happens, and I'm scared that you're going to get hurt, it's game over."

"Thank you, Ned!" Peter exclaimed, jumping and hugging him. "Thank you so much."

"What are best friends for, right?" Ned said, finishing the writing.

"So…" Ned continued, "What did he look like? Do you remember good?"

"Oh dude, I'll never forget," Peter answered. "There was definitely death in his eyes, like he was hungry to kill me. Like he yearned for it, or something. He had this scar on his cheek, and his smirk looked like it was carved in by a knife."

"Damn, that's deep yo," Ned responded.

"Yeah, he was pretty scary. I was feeling cocky that day and all 'I'm tough! I laugh in the face of danger!', but I was lowkey pretty scared and I felt a lot safer when Tony came and I realized I was in over my head and stuff. I didn't know what was going to happen, though," Peter added.

"Don't worry, Peter," Ned turns to him, "You're fucking _Spiderman._ You're totally badass and you fought _Thanos._ You could do anything, and I'm scared for you and all, but deep down, I know you can do this. You've got that chance to make things right."

"Thanks Ned," Peter turns back, "You're the bestest best friend I could ever have."

"Dude, I'm gonna be honest," Ned yawned, "I'm this close to crashing. You wanna play Xbox in the morning?"

"Sure, bud," Peter laughs, both of them laying on the bed.

They do their secret handshake and before Peter can even say goodnight, Ned is out.

Peter turns around, taking a second to think about things. Even if he wasn't prepared to take on Scorpion, it didn't mean he shouldn't start taking the steps to get there. If he was going to attack, he would first have to be familiar with him and the area.

He decided that tomorrow night, he would take the train to Poughskeepie, and see if he could find him and do a little stalking.

X

Over the course of time that he had begun exercising his powers, Peter had snuck out of the house for countless nights. He knew that May had figured that out, but for some reason, she had never stopped him. He figured maybe because she thought of it as normal for a teenager, or maybe because she felt bad for him, with all he had been through. However, ever since Tony's death, she had cracked down a bit, only allowing him out for patrol on her own clock.

This time, he had been extra stealthy – for he needed to catch the 9pm train if he wanted to get to Poughskeepie with enough time to jump on the freight train back by midnight.

This time, sneaking out was different. Not only because he had used more stealth than ever before – but because he was sneaking out as Peter, and not Spiderman.

Scorpion would be looking out for Spiderman, and if he happened to run into him and he sees the red suit, the battle would come before he wants it too. However, Scorpion doesn't know who Peter is, and if they came across each other, he would pass him for another kid on the street. He would still carry web shooter, in case he needed to protect himself, but for the most part, he was ready for a mission on his own.

If Ned found out about this, he would have a heart attack. However, Peter had fought the Vulture without a suit, and had pushed crushed building off of himself to boot. He knew that he could handle himself without the suit, and maybe soon enough, he could prove that.

 _If you're nothing without the suit, you shouldn't have it._

The hour that he sat on the train made him anxious, the car where he sat almost vacant other than a few hooded figures here and there. Luckily, none of them bothered him, and before he knew it, he was standing at the train station in Poughskeepie, New York.

"Here we go," he mumbled to himself, putting his own hoodie over his head and moving towards the street with the shadows.

"Now, where would a guy like Scorpion go?" he said, starting to walk down the street with small traces of life. It was only 10 pm, but most citizens had turned their lights out, leaving only the guys like Scorpion to roam.

Asking around would be incredibly foolish, because then Scorpion would find out that a kid was on the search for him and that wouldn't end pretty. The only thing for him to do was explore, with help from nobody other than himself.

This led to an hour and a half at least of wandering, and he was just about to call it a night when a new site was discovered.

"Hmm…how about there?" he smiles in accomplishment as he sees an underground club, the door a dirty shade of wood and dim light bouncing from inside.

Looking for a way in was a whole different issue.

His prayers were answered when he saw a man about to walk into the club, holding the door open long enough for him to sneak in with the crowd beside him.

What he didn't expect was for everyone there to turn around in silence, staring him down, as soon as he got inside.

"Get the hell out of here, kid, before I call your mama," a large man told him.

"I-uh, I'm just looking for a place to kick it, sir. You got anything to eat?" he replies.

The silence continues for a moment, before everyone erupts in laughter.

Peter stood and blushed, cursing himself for not practicing this more before he went inside.

 _You gotta get better at this part of the job._

"Look junior, there's a McDonald's down the street. Get outta here flat before you get hurt," the same man says.

Peter gulps and allows his eyes to scan the room, searching every face for the one that he wouldn't ever forget.

No sign of him.

"You better not tell no one you came in here," another large man says, stepping closer and closer to Peter. "What you want, some money for an ice cream cone-

BOOM!

The bang was loud enough to shake the place, making Peter jump. The man turned away from him, all of their attention faced towards the door.

"It came from outside, man," one of them said, and before the second ended, Peter jetted out of the door.

The previous navy sky had been blanketed with smoke, the source coming from a place not too far away.

"Shit, someone could be hurt!" he exclaimed.

 _Time to be a hero, Spiderman._

"Hey, thanks for the offer, but I don't have time for an ice cream cone. Have a nice night!" he calls back before sprinting in the direction of the explosion. "Don't do any crimes or anything like that!"

His legs moved as fast as they could, drops of sweat running down his forehead even against the crisp breeze. Finally, he skidded to a stop, seeing what _must_ have been something from space burning on the field.

"Holy shit!" he exclaimed, coming closer and moving rubbish aside. "Hey! Is anyone in here?!"

He continued to throw away the rubbish, his body shaking with coughs as the smoke started to fill his lungs.

Then, his fingers touched something gooey and black.

"Ugh!" he pulled his hand away, trying to shake it. "Okay, okay. Looks like no one's here."

His thoughts are interrupted with the distance sound of the train.

"Oh no! The train! I really gotta blast," he said, "I guess the fire department has got to take over now."

"911?" he tells his phone, as he runs towards the train station as fast as he could in his current condition. "There's something that blasted from outer space on the field near the train station, it's burning up so you gotta get there quick! Thanks!"

Finally, Peter reached the train station, using the web shooters he stored under his sleeves to sit on top of the freight train for the ride home.

Little did he know that the black thing that he had touched remained, lingering in his sleeve, waiting for a suit to crawl in.

Little did he know of the affliction that was to come.

 _ **A/N: Fun fact: The Johnny Rockets thing happened to me in real life.**_


	5. Radioactive

_**A/N: Hey guys! So sorry for the late update, we've been really busy with stuff but now weekly updates should be back!**_

 _ **Shout out to Katie for writing the first half of this chapter!**_

 _ **Also – trigger warning to those with a phobia of vomit, watch out for the end of the chapter.**_

Eyes suddenly rip open, a gasp tearing through the previous silence. His breaths are ragged, rattling in his chest like loose gravel. Nails dig into whatever is underneath him, and it's as if the Mjölnir is banging against his temples. Nausea threatens to rush up his throat.

Peter blinks a few times, staring at the bottom of the top bunk bed.

 _His bedroom—he's in his bedroom._ A painful, deep breath helps settle his disorientation.

Remnants of any nightmare are now soupy, bleeding onto reality as he lays there and attempts to pick out what actually happened or not. Sheets peel off of his sweat-slicked back as he sits up in bed.

Memories come in blurry blobs at first. Ned. Poughkeepsie. Scorpion.

 _Scorpion, Scorpion, Scorpion.  
_  
Knots in his stomach tighten; he hadn't been able to find Mac Gargan.

A heavy sigh escapes from him as he allows his face to fall into clammy hands.

Grounding his senses, Peter stays seated on the bed, staring at the dark shadows that slide along the shape of the bedroom. Busy streets hum just behind his apartment walls. Peace can be easily disillusioned behind a clouded mind.

Drowsy fog around his brain finally dissolves. Quickly after, realizations become exponentially sharp - like the fact that Peter remembers it's a school day.

He whips his head up, but any fear of being late fades as he sees that it's only 5:43 in the morning. Seventeen more minutes until his alarm would go off.

More realizations tail behind it. Shivering causes him to be aware of just how brumal the air was, and the uncomfortableness of worn out jeans pressed against his legs let's him know that he's still in the clothes from yesterday. His hands still have yet to cease their trembling.

The most disturbing realization, however, was the fact that he still hasn't been able to recall how he had gotten home. What had happened after Poughkeepsie?

Thoughts were now coming out runny, slipping through his fingers like sand. Any explanation simply disappears before being replaced by another worrisome idea. He can't hold onto them. They slip away. They're not solid thoughts. They're not solid. _Nothing is solid.  
_  
 _He's not solid.  
_  
Peter shoots up to his feet, the sudden movement making the room spin and his vision darken.

Maneuvering over the laundry, legos, and computer parts on his floor, he pushes his bedroom door open and stumbles his way to the bathroom.

He fumbles with the light switch before tightly gripping onto the sink, hoping he's not using too much strength in his delirium. Turning on the faucet, he scoops up water to splash onto his face. It's refreshing, but it doesn't calm him. Peter looks up at his reflection.

Puffy eyes. Clammy skin. His hair is in stubborn curls, but he is completely solid.

 _He is here. He is whole. He is solid_ —a mantra he repeats to himself.

He's okay. He's okay. Peter doesn't fully relax, but he can breathe easier. The memory will just come to him later.

The alarm clock goes off.

Finishing up washing his face, he goes back into his bedroom and puts on fresh clothes. Worries are still loud, ricocheting off his skull like bullets as his teeth continue to chatter, but they are droned out by his mantras.

Optimism crumbles once he makes direct eye-contact with May.

He had been standing in the kitchen to make breakfast when he felt her stare burn the back of his head. Her brows were pinched with concern, making Peter look away. He hates worrying her.

However, he's much too late to avoid that.

"Honey, are you feeling okay? You look a bit pale."

The response is automatic. "I'm fine," he replies, the sound of it making him wince. When had his voice become so hoarse?

Peter was never good at convincing Aunt May with that phrase. She strides over to him, gently placing the back of her hand on his forehead.

Her lips purse. "Hm, you're a bit warm, Peter."

 _Warm?_

"Bu-but it's freezing," he says dumbly.

Warm? As in a fever? That couldn't be possible, could it? With the metabolism he had, he didn't think this could happen anymore.

Before Peter can wrap his mind around what's happening, he feels the thermometer enter in his ear. As soon as it beeps, May pulls it out and lets out a sigh.

"Yup. 101.5," she says to him, running a hand through his hair, "No school for you today."

 _101.5_

The number sticks to him, replacing his old mantra and repeating over and over. How could he be sick?

"But May, I already missed so much school! I feel fine, I promise!"

He couldn't help the shakiness in his hands from proving him wrong.

"I'll be back later tonight. Just take it easy—that means no patrolling," Peter rolls his eyes at that, "And Peter, if you start feeling worse, promise you'll call and let me know."

Over the past few years, May had begun to ask for a lot of promises. Peter understood why. The glistening look in her eyes said it all.

"I promise."

She kisses the top of his head, the two saying their goodbyes as May left for her shift.

Once the door closes, Peter's panic is on the rise.

 _101.5_

Peter paces through the kitchen, his heart hammering in his chest and the sweat dripping down from his forehead.

How could he be sick? He got powers from a radioactive spider, and he can still get sick? What kind of sickness is it?

The pounding in his head surges as a harsh memory slices through.

 _Mr. Stark...I don't feel so good.  
_  
That's what pushes him over the edge. Tremors wrack his frame violently at this point, his breaths sounding more like wheezes. He doesn't feel good. He doesn't feel good, and he doesn't know what's happening, and he doesn't know why he's sick.

It's this feeling inside that brings him back to the booth at Johnny Rocket's yesterday.

 _"It's like everything is glass, and you're scared of cracking it because if you do, everything in you snaps with it, and you forget what it's like to breathe."  
_  
Was this anxiety? Was this what Bruce had meant?

Bruce—he's a doctor. Perhaps he could figure out what this was.

 _"Kid, if Bruce is here one day and something bad happens with you, I want you to go to him."  
_  
That settles it.

Peter goes back to his room, opening his laptop to Skype, though it takes longer than usual due to the many typos his fingers cause.

The ringing seems endless, Peter sitting at his desk chair and bouncing his leg. _101.5, 101.5, 101.5  
_  
His heart stops when he hears Bruce pick up the call.

"Hey Peter," his voice sounds soft, "What's up kiddo?"

For some reason, Peter can't look at him. Instead, he focuses on his hands, and how pathetically they're floundering and how he desperately wishes they stop. He swallows.

"Some-something, something isn't," he stutters, "I thought this couldn't happen, but now, now I don't, I don't know what's happening, I don't—"

"Hey, hey, look at me," the words emanate from the laptop speakers. They're smooth and calm, and it prompts him enough to lift his eyes.

He notices that Dr. Banner seems to be in a lab, cluttered with numerous instruments that he couldn't currently recall by name. The setting makes Peter realize he must've been busy, and that he had interrupted. Makes him realize that perhaps he was being a burden. Yet, there was a small smile that made the corners of his eyes crinkle, and a general sense of relaxation—which was a surprise coming from a man that could transform into a rage monster.

"You're alright," he says, though it makes Peter wince, "You're safe. Just take a deep breath and tell me what happened."

 _You're safe.  
_  
He listens to the doctor's orders, closing his eyes and filling his lungs before deflating and sinking into his chair.

"101.5," he mutters. Confusion wrinkles the man's face and Peter explains, "I'm sick. I thought I couldn't get sick because the spider bite gave me a fast...," the word slips from him, slips like sand through his fingers, "You know, a fast, uh..."

"Metabolism?"

Peter nods, "Yeah, yeah, a fast metabolism."

Bruce nods slowly in return, though Peter feels as if he's more curious than concerned.

"Can you list your symptoms?" he asks.

"My head hurts," his throat tightens, "um, it's, I feel really cold, my-my hands can't stop shaking. There's this uneasy feeling in my stomach."

Bruce is looking at him intently, like he really is listening and he really does care. It's comforting to Peter.

"It doesn't sound like anything too serious," Bruce tells him, "Maybe you ate something weird?"

"Maybe it was the Oreo churro. The chef did use his bare hands to touch the meat," Peter offers, which makes Bruce give a quick laugh.

"Yeah, I wouldn't be surprised if their food made you ill," Bruce shifts in his seat, "But anyway, it sounds like it's either that, or just the common flu. Nothing to worry about. You'll have to come in to the lab sometime once you're feeling better so we can take a look and understand how your powers work."

"Yeah-yeah, sounds good."

"Stick to the BRAT diet, stay hydrated, and get some rest. And Peter?"

The teenager looks up when his name is mentioned. Bruce looks at him, and it somehow cuts through to him, despite that he's behind a screen.

"If you're feeling bad again, or if your symptoms get worse, please don't hesitate on making another call," Peter doesn't miss it when Bruce begins to tug at his sleeves before adding, "Tony would be proud of you. For, uh, you coming to one of us for help."

God, he misses Tony.

"I will. Thank you, Dr. Banner."

X

Shortly after, Peter had changed into an oversized t-shirt and sweatpants, and climbed back into his bed. Bruce's comforting reassurance covered him like a blanket, welcoming a more restful sleep.

Except, it was interrupted by a series of pings. Blearily, Peter again rolls out of the covers, going over to his phone on the desk and seeing multiple text messages. Ned.

Rubbing his eyes, he squints at the brightness of his screen and reads the messages from the night before.

 _Ned: dude give me an update! did you find Scorpion yet?_

 _Ned: ?_

 _Ned: holy shit there was an explosion down in Poughkeepsie are you ok?  
_  
Everything comes back to him. Embarrassment from his attempt at sneaking into the club returns, but it's pushed aside when he remembers the alien object engulfed in smoke. He remembers now—he took the train home. Ease washes over him, now that his feverish brain is able to clear that mystery.

Guilt replaces relief, however, as he continues to read Ned's concerns. The rest of the texts are from today.

 _Ned: peter?_

 _Ned: where are you why aren't you at school_

 _Ned: please be ok_

Peter sighs, grabbing a chair before typing.

 _You: I'm ok. Sorry I didn't text sooner, I kind of got sick :/_

 _Ned: god I thought you got yourself killed for real, don't leave me hanging like that_

 _Ned: but you're sick? I thought you couldn't get sick_

 _You: I didn't think so either, but the fever I have says otherwise. I'm sure it'll be gone by tomorrow though_

 _Ned: well, MJ and I can stop by and bring you your homework if you want_

 _You: Thanks. Where would I be without my guy in the chair?_

He adds a few emojis for good measure. 

Hours roll by, though time doesn't feel concrete. Peter spends most of the day huddled in the corner of his room, blankets cocooning his weakened body as he continuously reminds himself that Bruce said that there was nothing to worry about. He had forgotten how much it sucks to be sick. The shivering hasn't stopped.

Peter nearly jumps out of his skin when he hears a sound at the door. Blanket still draped around his shoulders, his spirits are lifted when he sees his friends.

"Hey Peter," Ned smiles sympathetically, holding stacks of papers that Peter can only assume is for him. Extending them towards him, he takes it out of his friend's hands.

Before he can say anything, MJ steps out from behind Ned, eyes widening.

"Woah, you weren't kidding," she says, "You look like absolute shit."

His face drops. "Thanks."

"You're welcome." Her smile is playful, and despite the insult, he's glad that she isn't being touchy around him anymore. MJ without her teases just wasn't MJ.

Perhaps he's staring longer than he thought, because said girl's eyes shift as she gestures, "Aren't you gonna let us in?"

"Oh, uh, yeah, my bad," Peter shuffles back, and Ned and MJ enter the apartment.

Static erupts from the TV as Peter sets his homework on the counter.

"Do you think any good movies are on right now?"

Peter turns to see his friends making themselves comfortable on the couch, Ned holding the remote and flipping through channels. He squints in confusion before Ned explains, "We thought you could use the company. At least until May gets back."

In his feverish state, he doesn't bother to deny the offer. Besides, he had been feeling pretty lonely. Tugging the corners of the blanket, he teeters over and sits in between the two, sinking into the couch cushions as he lifts and spreads his blanket to cover all three of them.

It becomes quiet while Ned searches for something to watch.

"Hey, Teenage Mutant Ninja Turtles is on," he finally says.

"Teenage Mutant Ninja Turtles?" MJ questions.

"Don't judge it dude, it's actually really good. Right Peter?"

"Mhm," he manages to not let his teeth chatter loudly with his reply.

"See? Plus, this is a good episode."

As the cartoon plays, Peter attempts his best to focus on it, but his mind wanders. It wanders to Poughkeepsie, it wanders to the crash site. It wanders to Bruce's lab, and Johnny Rocket's. It even wanders to much darker corners, like Titan, and even the dreaded alleyway. So much has happened in so little time, it's now like a messy whirlwind circling round and round. He screws his eyes shut.

The show pauses. "You okay?"

Peter looks over to Ned. Could he read his thoughts?

"You're breathing kinda hard and you look like you're in pain."

"Oh, I'm just a bit dizzy. I'm fine."

"Do you need anything?"

Peter thinks for a moment. "Yeah, but I can get it myself."

Ned rolls his eyes, "Just tell me what and where it is. We don't need you falling over."

He hates being helpless, but the thought of arguing hurts his head. "My sweatshirt. It's on the top bunk."

Ned goes off to retrieve it without another word. Peter stays beside MJ, her fingers twirling the blanket they're sharing. She seems distracted, eyes seeing past the fabric wrapped around her fingertips. He isn't expecting her to say anything, but she catches him off guard.

"Hey Peter?"

He sits up carefully, positioning his body to face more to her. "Yeah?"

She still isn't looking at him, and that makes him worry. He has a feeling that she's about to share something with him that's more personal than the blanket. There's a quick pause, a quick change in her demeanor. MJ then looks over casually. "Have you drank anything today?"

Peter scrunches his nose. "What?"

"Have you drank any water? Maybe that's why you're dizzy."

Peter can only shake his head.

MJ stares at him with now half-lidded eyes. "Unbelievable."

Removing the blanket off herself and giving it to him, she gets off the couch and heads to the kitchen.

"You know, for a genius, you really can be a dumbass sometimes," she calls out.

Ned returns, handing over his Midtown sweatshirt. When he goes to reach for it, Ned appears to only then realize how bad his hands have been shaking.

"Woah, dude, you look like Dr. Strange!" Ned exclaims, causing MJ to laugh as she closes the fridge.

Peter slips the warm sweatshirt over his head, "Hey, don't make fun of Dr. Strange, I've met him, he's a cool guy."

MJ then throws a water bottle to him with a smirk.

After they situate themselves on the couch again, Ned un-pauses the TV.

About two more episodes went by, Peter's dizziness subsided, but his drowsiness amplified. Hood over his head, he nuzzles into the blanket and wards off sleep.

"I've gotta say my favorite character is Donatello," Ned then states, "but Splinter is pretty badass too. What about you?"

There's a nudge on his shoulder that jostles him.

"My favorite's always been Leo. He's the leader, he's brave, and he's the best fighter," he mumbles sleepily.

"MJ, I'm gonna guess who your favorite is so far. I bet it's Casey Jones—no wait, Karai—"

"Mikey."

Peter and Ned give her surprised looks.

"What?" her voice is small, "He has those cute freckles."

MJ has a soft side, Peter knows. Underneath the cool, sarcastic exterior, there's something much deeper and loving. It makes him smile.

His eyes close, fatigue fueling this floaty feeling. Perhaps his temperature is rising, because he definitely is more out of it.

Once Teenage Mutant Ninja Turtles is over, Peter lazily peels his eyes open as the screen flickers from channel to channel. He's about to close them again when two words jump out at him.

Stark Industries.

Bold and capitalized.

It makes him go rigid, and it's only then that he notices that he's been leaning against MJ's shoulder. He instantly pulls away, and sits up. Ned panics, repetitively clicking buttons until the TV turns black.

There's another tense and awkward quietness. No one moves.

"I'm sorry that this sucks so much," MJ surprises him once more, "Especially having to see it everywhere..."

She sounds serious for once. Concerned. Genuine. Nerves rattle his bones.

"I can't relate to that part, but, uh, the other parts, I kind of can," she tucks a curl behind her ear.

Peter looks at her, and it's clear she's uncomfortable, having put herself out there. He wants to say something, at least a simple thank you, but he's stunned to silence.

Someone like MJ could relate to what he was going through?

Just before he was about to ask to find the answers that he began to crave, Ned decided to break the silence.

"Guys, I've been really thinking about something lately," he tells them, and Peter instantly recognizes that mischievous look on his face.

"Ned, I know that face," Peter says, "What are you up to now?"

"So, I was sitting in English today and Flash was there, and I know he's the last person you want to hear about when you feel sick but it's important to the story," he begins, "okay, okay. So the new kid, you know the guy with the stutter? It was his turn to read out loud, and Flash was just like _mocking_ him the whole time. Super dicky, right?"

"That's no surprise," MJ sighs, "Flash has always been Midtown's level ten asshole."

"So that's what I'm getting at," Ned looks at her, a gleam in his eyes, "Maybe there's a reason he keeps that up."

"The reason being that he's a bad guy?" Peter asks in confusion, wondering if it was possible to explain Flash's behavior otherwise.

"Yeah, but I mean, think about it," Ned says, "All he does is belittle everyone all of the time but have you actually seen someone belittle him back?"

"Where is this going, Ned?" MJ asks, raising an eyebrow.

"I was thinking that just maybe," he tells them, "we could pull a little prank."

"A prank?!" Peter sits up, "Dude, you sure we're not gonna get into all this trouble? If I get sent home again Aunt May is totally gonna-

"Not if it's pulled off correctly," MJ adds. "We have to do something that like, gets other people involved. They can't catch us all, right?"

"But who would be down to get involved?" Peter asks.

"To be honest," Ned says, "I feel like everyone would be down. All of the kids that he's made to feel like shit over the years. The other kids on the Decathlon team hate his guts, how about them?"

"As captain, I do have all their contact information." MJ contemplates.

"But first off, what even type of prank would we be doing?" Peter wonders.

"In elementary school, Flash made fun of me eating my lunch every single day, and then he would throw his leftovers at me. It made little Ned pretty sad," he sighs, reflecting on his memories, "so what if we did the same to him?"

"Like…a food fight?" MJ asks.

"Nah, not like a real food fight, but kind of like a crossover. You ever seen Carrie?" he responds.

MJ and Peter look at him sharply with a what-did-you-just-say look on their faces.

"No, no, not like pig's blood or anything," Ned chuckles, "I just had this one idea. We could drop this bucket of really gross food all over him on Friday, presentation day. Can you imagine how hard everyone would laugh at him for the rest of time?"

"How would we do that, exactly?" Peter asks.

"So you know how in Carrie, they drop the bucket on her from the stage? Flash is going to be up there for his presentation and we'll be up on the stage, and then we just pour it on him. Easy as pie," Ned says.

"I'm down," MJ says, a smirk on her face. "It's about time that he got what's coming to him. We got to do it for the other kids that he bullies all the time; liberate them."

" _For the little guys," Peter thinks._

"Okay," he joins in after this thought crosses his mind, "I'm in."

"I'll text the others right now," MJ stands up, "they just have to make the gross food bucket for us, and then we'll have two people keep watch while we climb up to the stage during lunch time. We got this in the bag."

Before they could continue the plan, Aunt May walked through the door.

"Ned and Michelle!" she says, "it's great to see you, but you know Peter is ill, right? I wouldn't want him to get you sick too."

"No worries May," Ned smiles, "we were just stopping by to drop off Peter's classwork."

"So he doesn't fall behind," MJ adds.

"That's very sweet of you guys," she tells them, "do you need rides home?"

"I think we're fine," Ned says, the two of them grabbing their bags and preparing to leave. "We'll see you later, Peter?"

"Yeah, I'll try to be back real soon," he smiles, "thanks a lot guys, like a whole lot."

Just before she leaves the door, MJ looks back at him again. "Uh, Peter?"

"Yeah?" he responds.

"I hope you feel better."

"Thanks," he tells her, and for some reason he has to refrain from teasing her about being so nice.

"Are you hungry, Peter?" May asks him after his friends walk out the door.

"I'm good, my stomach hurts pretty bad," he tells her, "but I don't need any medications or anything. I think I need to just get to sleep."

"Okay honey," she tells him, "get some good rest and we'll see how you're feeling in the morning, okay?"

"Okay," he says, yawning and making his way for the bedroom, "love you."

"Love you too," she smiles, and he walks into the room, quickly making his way under the covers.

His body felt extremely heavy as he fell onto the bed, his head dizzy enough that he felt he had spun around one hundred times.

It was only 7:52 pm – hopefully he would get some rest, and then feel a lot better.

Finally, he was able to fall into a slumber.

Later, it was 1:52 am – he felt nothing like being better.

Groaning, he pulled up a wrist which felt a thousand pounds and crashed it against his forehead, drenched in hot sweat. He had felt a feeling like never before – his bones feeling as if they were tightening inside his muscles, his brain pounding aggressively against his skull, and most prominently – his stomach burning itself in from the inside out.

He sat up quickly and kicked the covers off of himself, wincing in pain and placing his hands over his stomach, hoping that somehow, the rubbing would console the fire inside. It didn't work in the slightest.

From all of his years before the spider bite, Peter had known what it was like to have the stomach flu – but it had _never_ burned this bad. He almost wanted to scream, to reach into his body and rip his stomach straight out – but it was as if some force was squeezing onto his throat, not allowing him to speak. He almost considered going to May for help, but figured that he needed to deal with this on his own.

He decides to step off of the bed, stumbling his way to the bathroom. As he walked, his feet moving extremely slow with all of the weight they were carrying, the scenes of his room seemed to blur, everything around him spinning in a way that they shouldn't be. Finally, he had the strength to push through the bathroom door, collapsing on his knees and whimpering from the extra sensitivity in his bones.

He didn't know everything about health, but he knew that this wasn't the flu.

He reaches a shaky hand to his cheek, cupping it to comfort himself and looking back down at his arms to see his skin creepily pale. That was when he really starting feeling it.

He could feel the stinging crawling from out of his stomach, slowly spreading throughout his chest inside his veins. He starts wincing in shock from it all and shaking even harder, maybe from the nerves even more from the sickness. He didn't understand how this could happen – he was Spiderman! He could take on almost everything, it felt like – and now, he was sick enough to bring tears to his eyes?

It was that moment that he felt something crawling through his throat – and then the heat and needle sensation quickly scraped against his stomach and completely stuck to his throat, causing him to wrap his hands around his neck. He couldn't help but whimper as it made its way through, and as the speed increased and all of it ran up his esophagus – it happened.

He quickly leaned over the toilet when he felt it coming, and closed his eyes securely as the vomit seeped out of his mouth. It felt as if his mouth was burning off, and all he could do is let it out and close his eyes, begging for it to be over with. His stomach gradually became less painful as it seeped out, but he felt as if his throat had burnt to a crisp. He was gagging and coughing and his face was a mess, and he was afraid that he might wake Aunt May.

 _That being what he had to worry about? Classic Peter._

Finally, he feels the vomiting stop, and with hesitation, he let his eyes open – only to jump back in freight and hold in a scream –

For when Peter looked into the toilet, what he saw was absolute pitch _black._

"Oh my god," he gasped, holding a finger to his mouth and wiping more of the black substance from his trembling lips.

 _This thing isn't vomit. It was almost as if he was radioactive._

He quickly stumbles up in fear, looking up at himself in the mirror – but not only did he find more black liquid slowly dripping down his chin, but his eyes seemed to be a cloudy shade of white.

"Holy fucking shit!" he exclaimed in shock, causing himself to slip backward – but when his head hit the side of the shower ledge and his eyes were still fixed on the mirror – he saw them turn back to normal.

Peter quickly turned around with his knees pulled in, trying to process what had just happened. Science told him he should investigate this stuff and maybe even show it to Dr. Banner, but his fear made him quickly flush it down the drain, grabbing a piece of toilet paper and wiping the drops that had gotten onto the seat, floor and sink, and then flushing that as well.

His throat was still burning and he felt the urge to cry, but he was too far in shock to do anything other than sit on that floor and try to understand what had just happened to him.

He was about to reach for his phone to call someone, anyone – but something in his body suspended him from moving.

He couldn't get anyone involved in this. They were already so afraid of him having a mere fever – he can only imagine how they'd react to something like this.

It was a secret that he would keep to himself, for the rest of eternity.

Peter was able to walk his way back into bed, but he was not able to fall back asleep. He could only stare at the ceiling with his eyes wide open, the reflection of his cloudy eyes staying in his head.


	6. Enmity

_**A/N: Animal I Have Become by Three Days Grace and Control by Halsey work good with this fic. I suggest a listen.**_

It was three days later, and Peter didn't have the nerve to swallow.

Each time that he opened his mouth to speak, he could feel the black goo pouring from his lips once more, the choking feeling squeezing his throat hard enough to convince him that he was going to die. Each time he looked in the mirror, he could see the clouds covering his eyes once more, leading him to believe that there was something else inside of him - something that shouldn't be.

He had spent his days sleeping, even though the slumber welcomed the same nightmares to creep their way in.

 _Gunshot. Blood. Alley. Ben. Tony. Poughkeepsie. Explosion. Black goo. Cloud eyes._

On the contrary, he spent his nights with his eyes at the ceiling, trying to figure out how any of this was even possible - doing research on a private browser, but to no avail.

Was he like, possessed? No, not possible. Peter didn't believe in that type of thing. Superheroes and a God of thunder? Yeah, but not possessions. Whole different story. Ned might believe in them, though, so he decided against telling him.

He wasn't finding any diseases with those symptoms online, and he didn't want to bother Bruce - not after the guilt from interrupting him last time. After all, he's a pretty busy guy. In fact, he didn't want to ask _anyone_ about this. They may just think he's demonic or insane, and lock him up and throw away the key. This was something that he'd have to deal with alone, and if anyone could figure this out, it would be Spiderman himself.

He had been anti-social for the past few days, as he told his friends he was too contagious for them to visit, and told May that he just needed more rest. He figured that he just may be dangerous, or that it may happen again, and he couldn't risk getting anyone else involved. Not only that, but ever since the incident, he has been feeling as if the fire had moved from his throat to his heart; for every single thing that had been coming to mind are things that, frankly, piss him off. With an attitude like that, he didn't want to risk saying anything that he may regret.

However, today is Friday morning - presentation day. Not only did he care about using his speech to get his grade back up to an A after missing school, but because he couldn't let his friends and their plan down.

He had been off his phone for the most part, because he was just too _angry_ to hold a conversation with someone. Even so, his notifications had been blowing up with the group chat MJ had made, everyone talking about how they would pull off the prank on Flash that Friday.

His head felt heavy as he stood out of bed, the colors of dusk flashing through his curtain, but he shook his head to wake himself and proceed to move to the closet to get changed. It would be his first day back at school this week, and although he still felt his lungs pounding in his chest, he wouldn't miss it for the world.

"Are you sure you're ready to go back now, sweetie?" May asks as he sits himself down on the kitchen chair, playing around with his spoon as he really wasn't feeling in the mood for a bowl of cereal.

Rejecting Lucky Charms? That's simply unorthodox.

"I'm fine May, really. I've been out almost the whole week," he tells her, finally making himself take a spoonful to avoid suspicion.

"Okay, but you know I'm working today, so if you need to get sent home I won't be around to pick you up," she says.

 _There isn't exactly emergency contacts left._

"I promise you won't get a call," he reassures.

 _Unless the plan fails and they are caught red-handed. That would totally blow._

Rather than grabbing her purse and preparing to depart for work, May sat on the seat across from him, doing absolutely nothing other than staring at him.

He gave a glance of annoyance. "Can I help you?"

Her expression immediately turns, taken aback by his sudden change in tone. "Peter, just because you've been sick doesn't give you a card to have an attitude. I'm not going to let it slide anymore. You understand?"

Instead of responding, he rolls his eyes towards the corner of the table, not wanting to make eye contact.

He didn't even understand why he was so angry. She hadn't done anything wrong.

Then, as if the universe was testing him, she speaks again.

"Anyways, to answer your question," she begins, "I haven't seen you do one page of homework since your friends dropped it off."

"I've been too sick," he answers, "I'd just mess up all the answers."

"And you've been too sick to play on the computer, too?" she questions.

"I haven't been _playing_ on it," he snarks, "I was doing research. I have a history project."

"A history project, is it? I looked through your homework and found nothing but worksheets," she raises an eyebrow.

"Wait, why were you looking through my stuff?" he snaps.

"What did I say about the damn attitude?" she says, and usually he would've winced. This time around, he stayed as solemn as a statue. "Peter, you have _never_ been a liar. Is something going on that I should know about?"

"You don't need to always know about everything, you know that?" he says.

"Oh, really? I think I better, considering that last time you kept a secret you had damn superpowers and were risking your life running around with Tony Stark-

"Don't even talk about Tony!"

He didn't mean for his shout to come out so loud – and he didn't mean to grab the plate that was in front of him, swinging it against the wall, watching it shatter to pieces.

He feels his veins deflate to normal size, his breathing becoming steady and his muscles loosening, and suddenly, he is horrified with what he is done.

"I think you better clean that shit up, and then walk your ass to school. If I find out you didn't go, that suit is going in my closet," she says, and the neutral in her voice causes him to look down in shame. "You don't want to do your homework? Fine, mess up your own life, and good luck getting into MIT. I'm going to work."

With that, she immediately stands up and grabs her purse from the counter and disappears out the doorway.

He tries to apologize, but once again, his throat feels like it's clasped shut.

He is silent as he sweeps up the broken pieces of glass and swipes them into the trash can, and silent as he plugs in his headphones and starts to walk to school. He decides to listen to heavy metal today.

Tony liked heavy metal.

He's genuinely afraid to return to school; to be around other people. If he lost control like that when talking to May, what's to say he won't do the same to everyone else?

What about Ned, or MJ?

The only thing he could do was take a deep breath and walk through the gates, praying that today, everything would be okay.

"Peter!" Ned says cheerfully, having no idea of the bitterness swarming in his best friend's heart. "Dude, why were you not answering my texts? It's been days!"

"Sorry, I was just feeling real sick," he tells him, "but it's okay, I'm better now. You guys ready for today?"

"Hell yeah," MJ smirks, walking up to them. "The plan is to ditch third period. That's the period that there are no theater or English classes, so the stage will be free. Abraham packed some gross food to make a good mix, and Cindy packed a bucket. During third, we'll all mix the thing. We'll need two people to stay up there and pour the thing down, one person to film and two to guard."

"Wait, how are we going to ditch third? Wouldn't it be suspicious if five people all come up with excuses?" Peter asks.

Going through an anger crisis or not, he still worries about getting in trouble. May was right; he needed to get into MIT.

"Easy, we're all on decathlon. We just have to say we have to practice extra for a competition. I can forage a note, if it'll make you feel better," she tells him.

"It's okay, I trust you," and for the first time in days, he smiles.

First he's angry enough to throw a glass plate, and now there's a smile on his face? What the hell was going on?

To interrupt his thoughts of confusion, the bel rings for first period.

"Catch you guys later!" Ned says cheerfully, quickly hurrying to his class on the other side of the school.

"You sure you're okay with this?" MJ asks Peter, before they part ways.

"Yeah, for sure. I'm totally on board," he responds. 

"I wouldn't want to, uh, have you do anything you're uncomfortable doing," she says.

"Don't worry, you're not," he tells her, his voice surprisingly soft. "I've got to get to class. See you later?"

"See you later," she responds, and she waits until she turns away to let herself blush.

The next three hours were practically torture.

If there was one thing Peter absolutely despised, it was waiting. If there was one thing he loved, it was science. Yet now, when facing the two of them at once, he was aching for this science lecture to be over. First and second period seemed to drag on longer than usual, only because he was so desperate for third period to begin.

Finally, the bell for third sounded, and he quickly paced the halls, sliding into his desk and waiting for the next bell to ring to signal the start of the class period,

"Now, class," the teacher began, "who can say something about the homework you were assigned last night?"

Instantly, Peter's hand shot into the air.

"Peter?" the teacher answers, excited that a student is finally participating.

"May I be excused for the rest of the class? We have an academic decathlon competition coming up and the captain wants us to get in some extra practice," he asks as innocently as possible.

"Could you not do the practice during lunch time? You've missed a lot of class this week, young man," the teacher responds.

"Uh, it's just what the captain planned, I don't know," he continues, more timidly.

"You're lucky I like you," she tells him. "Go ahead."

"Thank you!" Peter says, practically running out of the classroom with his backpack falling over his shoulder. It's odd that he is able to suddenly be so physically chipper when his head is still burning up – and he starts to wonder if it has to do with the heat lingering in the back of his brain.

Quickly, he checks both sides of him to make sure no one is looking, and then scurries through the side door of the stage, emerging straight onto it. His friends all arrive at about the same time.

"Hey Parker! You feeling better?" Cindy asks, her and Abraham approaching.

"I'm doing a little better than before," he nods.

"We're going to have to work fast, if we have to be gone or hidden by fourth period, and we can't make too much noise. Got it?" MJ instructs.

They all nod in response, and Abraham quickly swings his backpack to grab the food from inside it, Cindy doing the same.

"Dude, this is going to be so legendary," Abraham states in excitement, "I always wanted to see Flash get his ass handed to him."

"So, what you got in there?" Ned asks, all of the kids leaning in in curiosity.

"Let's see," he says, grabbing each one out and laying it on the floor, most of it in bags or wrapped up, "we got horse radish, pickle juice with chopped onions in it, sardines, a can of beans, nacho cheese and mushrooms. We have to blend them all together."

"That's disgusting, man!" Peter exclaims, and the others begin to laugh. He almost laughs too, but then his stomach begins to burn like he had swallowed fire.

"We've got to hurry!" Cindy says, and all together they begin to pour the ingredients in the pot, wincing at the smell, tying it together by mixing the thick recipe with a large wooden spoon.

"There we go," MJ smirks, all of them staring at their creation with both pride and disgust. "Okay, the period is almost over. We got to assign roles – one camera person, two guards and two to actually do the thing. Who's who?"

"I want to film it!" Abraham exclaims in excitement. "I'll post that online with no hesitation."

"I'm not climbing on that stage, no way," Ned says.

"Yeah, I'd make a good guard," Cindy adds.

"Okay then. I guess that leaves me and Peter to do the dropping?" she turns to Peter, "You okay with that?"

"Yeah," he answers, "sure."

"Okay, you know what to do in fifth. See you guys!" MJ said, quickly picking up the pot and gesturing for Peter to follow her to the stage ladder.

"Don't worry, I got it," Peter tells her, grabbing the pot and swinging himself up the ladder in seconds. He sets down the pot and looks back at her. "Need a hand?"

 _Climbing that fast and pretending to not be Spiderman. Right._

"Fine, but don't tell anyone about this," she answers, reaching for his hand as he helps pull her up. She slides along the ledge and sits beside the pot, Peter sitting on the other side.

"So, now we wait, I guess," she tells him, and he just nods in response.

"Yeah," he responds, and maybe he almost blushes too.

Maybe that gave him the push to speak again.

"MJ, you ever feel really angry, but you don't know why?"

She is a bit taken aback by the randomness of the question, but answers. "I get pretty angry most of the time, but I think I have a lot to feel angry about."

He looks down in guilt and puts a hand over his burning stomach.

"You have a reason to feel pretty angry too though, you know," she adds.

"I've just…ever since I've been sick I've been so angry at everything to the point where my body hurts and I snapped at my aunt this morning and I feel really guilty about it I even broke a damn plate and-

"Hey," she interrupts, "I get why you're angry. Like, for real. And it's okay. You could always, like, talk to me or something."

"Thanks," he says, and for a second, he almost tells her he feels like something is living inside of him.

That's when the throat burning returned. He started to cough and his face ran to terror, worried that the black goo would return.

"Peter? You okay?" she looks over in concern. "Do you need me to climb down and get you water?"

"I-I'm okay," he manages out with his hand over his mouth, and finally the coughing stops.

 _As if something was telling him to stop running his mouth._

That was when it started to come back.

He could feel his veins swell in his body, his muscles locking and his skin almost turning beet red. His pupils bean to dilate, and he felt so very _angry._

He looked over to MJ, who looked nervously concerned, and he knew he couldn't lash out on her. Couldn't lash out on someone he cared about again.

"MJ, do you mind if I take a nap?" he says, his voice quiet to avoid bursting.

"Go ahead, I'll wake you when it's time," she says, and just like that, he turns himself over and closes his eyes, trying to focus on the darkness and the quiet.

He takes a few deep breaths, and almost wishes he could go home and hide in the blankets like he has been doing this week, but he couldn't let his friends down.

Not ever.

Finally, after focusing on his breathing and allowing his fists to unclench, he fell into a daze.

MJ couldn't help but look, wondering what on Earth had happened to Peter. He looked like he was about to go on a full blown rage, and that could've scared her. _Could've,_ because Peter could never scare her. No matter what.

The only way she felt scared was _for_ him.

He looked so peaceful as he slept, and she almost smiled. His mood had been switching back and forth violently, and she hadn't acted that crazy when her father had passed away.

Yet now, he was asleep and he looked smaller than she had ever seen him. She made sure to keep watch to make sure he didn't fall down onto the stage or knock over the pot in between them.

One thing that she couldn't help but notice was one piece of hair falling over his eyes. That must be uncomfortable.

A part of her really wants to reach over and gently push it away from his face, but another part of her thinks that is weird. On one hand, no one is here to see it and her reputation will not be damaged, and on the other hand, it might wake Peter up, and she would have to manage explaining that one.

Most importantly, though, it was making him uncomfortable at a time that he desperately needed to be at peace.

After consideration, she carefully reached over the pot and slightly brushed his forehead, pushing the stray hair back.

She smiles now, and she doesn't understand why it made her feel so warm. Especially when he felt so very hot.

She can't explain why she feels butterflies in her tummy, but she knows that she wanted to do anything to help him feel better.

She couldn't have a crush – no, definitely not. Right?

She decides that was a question for another day; but only after two hours of trying to search for the answer.

Finally, the bell rings, and fifth period begins. The time has come.

"Peter, wake up!" MJ whispered, seeing the lines of formally dressed students entering the room. Peter shakes awake, the hair that MJ moved falling back over his forehead.

To his horror, he contained the same fire as before. The nap was of no help other than to temporarily pacify him.

"So, as soon as he introduces himself, we pour the bucket, and then we book it. Ned and Cindy are holding the backdoor open, so we just climb down the ladder and jump out real quick. Can you climb down fast?" she asks.

"You bet I can," he laughs to himself, and then they silence, for the show is about to go on.

First, two other students give their presentations, and they grew more eager as they saw their target move closer up the line. They looked at each other and smirked when he stood on stage.

"The first automobile was created in 1886 by german Karl Benz. Since then, automobiles have served as the primary form of first world transportation, and not to mention display of social status. Hi, I'm Flash Thomson, and I'm here to talk to you about cars-

His voice was cut short as Peter and MJ both grab the bucket and haul it over, the mix pouring from above and soaking Flash and his suit.

MJ and Peter immediately swing down the ladder, flying out the backdoor and joining Ned and Cindy. The four push their heads against the door, getting a good listen of what's going on.

The room is a still form of silence. Flash slowly moves a hand to swipe the food off of his face and gasps in horror, looking up at the students.

It's that moment that the students burst out in laughter.

Flash starts to shake in anger, not being able to handle being on the other side of the stick. Disgusted, he runs off of the stage as they all point and laugh.

"Whoever's behind this, I'm coming for you!" he shouts at them, disappearing past the auditorium.

"Students, that is enough!" the teacher scolds, and before she can take his phone away, Abraham posts it online.

"All of you who continue to misbehave will get granted detention!" the teacher warns, but the sea of laughter remains.

"Yes!" Cindy says, and they all high-five before dispersing to avoid getting caught lingering in the hallway.

"I'll meet you guys at the bus stop after school!" Ned tells them.

"Yeah," Peter says, and even though he feels a slight form of empowerment, he just wants to go hide. "Sure."

It was after school that it really started to go down.

Peter made his way to the bus stop, secretly hoping that the bus arrives quickly for his friends today so he can start his walk home. He felt that his presence was unsafe, but at the same time, a part of him was scared to be alone.

The five of them were standing together at the bus stop, when they heard someone start to approach them.

Flash. Wearing some PE clothes and wet, washed hair.

He immediately makes his way over, pinning Abraham by the collar. "I saw you filming that video. Take it down now and nobody gets hurt."

"You don't scare me, Flash. Your bullying doesn't work on me," Abraham smiles.

"Yeah, so you can get up and get lost," Ned tells him, feeling a new sense of confidence.

"You," Flash drops Abraham and goes to Ned, "I bet it was you. I remember when you would get roasted daily for all that food you would eat, of course you think you can grow up and turn it back on me."

"Don't touch him," Peter slips out, standing a step closer to Flash with his head up.

"Or what, Parker?" Flash smirks.

"Or I'll spill a bucket on food on you again," he tells him, "that's right. It was me."

Flash walks away from Ned and turns to Peter, attempting to appear intimidating. However, Peter does not cower in the slightest.

Flash is quiet for a minute, trying to find the right words to say. Then, a light went off in his head, and his mouth turned into a devious smile.

"Oh, well that makes a lot of sense," he begins, "you're into hurting people now. I _wonder_ where you learned that from."

"I don't know what you're talking about," Peter responds.

"Oh, you know exactly what I'm talking about. Tony Stark? All that guy ever did was hurt people. It was the only thing he was good for," Flash says.

"Don't talk about Tony," Peter growls, feeling his fist clench.

"Why do you care so much, anyways? Was he your secret sugar daddy or something? You do realize he never gave a shit about you, right? He just felt bad for you because you're a pathetic little orphan," he mocks, walking closer to Peter.

"Flash, I'm warning you," Peter says, the heat raging inside of him. "Stop. You don't want to piss me off."

"Oh shut up, you're just as weak as Tony was. That's why he got himself killed. That's someone you call a role model? Please. He was nothing but a waste of space, and I'm glad he's dead."

"Flash, shut up!" MJ yells, noticing how heavy Peter's breathing.

"He never cared about anyone, much less a fuck-up like you. But none of it matters I guess, because he's dead and he died not giving a single shit about you."

That was when Peter snapped.

Suddenly, with all of the strength in his body, he swung back his arm and crushed his fist against Flash's nose, knocking him in the air and against the concrete.

"Holy shit," Ned gasps, and with that, Peter pounces.

"I told you to shut the fuck up, didn't I?" Peter says, a voice so much deeper than usual to the point that it was haunting, and he pounds into Flash's face again.

And again.

And again.

"Sister snapped!" Abraham yelled as all of the kid's at the bus stop surround them, watching Peter punch Flash relentlessly.

"Peter stop, you're gonna get in trouble!" Ned calls out, but Peter can't hear him.

Peter can't hear anyone.

Peter can't hear anything. 

Before he knew it, Flash is passed out, but Peter doesn't stop.

He couldn't stop. He wasn't in control anymore.

"That's enough!" a teacher calls out, running over and shoving Peter off of Flash. Peter is facing the floor, and notices a phone sitting in front of him, showing him his reflection.

The cloud eyes are back. He isn't him.

Taking a deep breath and holding a shaky, bloody-knuckled hand to his cheek, he passes out.

Thirty minutes later, he wakes up in the nurse's office.

He has the worst migraine he ahs ever experienced, causing him to wince in pain. As soon as he awakens and sits up, the sights of the room swirling in his vision, he feels someone grab his wrist.

"Get to the principal's office immediately, young man!" the nurse scolds, and Peter obeys. The walk there seems agonizingly long, but the images above him finally come into vision. He quickly looks down to his reflection; but his eyes are back to normal once more.

When he walks into the office, the door is shut behind him.

"I have never, in my 25 years of working as a principal, been more disappointed in a student than I am in you, Peter Parker."

Peter looks down in shame, not knowing what to say.

"You are one of the top students at Midtown High. No behavioral issues, ever. And now you're lying to teachers, ditching class and beating on a student enough to knock him out?" she shouts.

"I-I," he stutters, "I'm sorry."

"I'm not looking for an apology," she responds.

 _Sorry doesn't cut it this time._

"You are suspended for a week, Peter Parker. You're lucky that Flash's family didn't choose to press charges. One more minor offense, and I'm going to have to remove you from Midtown High," she says.

Peter slightly nods, not able to make eye contact with her. His head flies up when he hears the door open – only to see May standing there. As soon as she sees that he noticed her, she turns around and starts walking back to the car without words.

Peter gives the principal one last look, and then he follows.

The car ride home is silent, and he doesn't think he has ever seen her so angry. He even figures that speaking up now might cause a car accident.

So, he waits until they get home to speak.

"I'm sorry, May."

"Sorry?" she asks, with absolutely no emotion in her voice. That changes real quick. "Are you fucking kidding me Peter?"

"S-Something's wrong with me…" he tries to tell her.

 _His throat burns again._

"You know how much shit I go through to make enough to feed you every day, only for you to act like this? They could take you away, Peter! Do you want that?" she shouts.

"N-No."

"Peter, I don't know who the hell you are anymore. What happened to you, huh? What happened to my baby?" she began to tear up. "I just want to know what I did wrong. Why are you acting this way, becoming so violent and out of control? I tried to raise you the best I could. What did I do?"

"It's not your fault," he calmly responds.

"I need to be alone right now," she says, "stay in your room for the rest of the night. I hope you realize how horrible you're being."

When she starts to cry, Peter runs away.

He runs into the bathroom, staring at himself in the same mirror that haunted himself days ago in terror.

"What is happening to me?" he whispers to himself, touching his face just to see if he was still real.

 _Solid._

His question was answered – there definitely was something else inside of him.

Now, his mission was to figure out what.


	7. Vicarious?

_**A/N: Sorry about going off schedule, been real busy and starting college Monday. I'll try to keep it weekly, though!**_

"Ned, something is wrong with Peter."

It had been the first day of school after Peter's suspension, and every hall that MJ walked down, she couldn't help but overhear the sea of chattering about the fight. If it even could be considered a fight – most rather Flash straight out getting his ass kicked.

It was a shock to all students at Midtown High, as Peter was known to be gentle and timid and sweet, while Flash was rarely if never put in his place. She knew that Peter would never live this down – to a mass of teens who gossip, Peter Parker would only be the kid who snapped on Flash at the bus stop after school.

MJ had quickly hurried home after Peter had been taking away, thoughts invading her mind and knocking against the sides of her brain. Although it had only been a short time since he had come into her life, she _knew_ Peter. She had come to know his quirks and passions and what made him nervous, and she knew that Peter would never cause someone such severe intentional harm. He was just too damn soft.

It's not like she was obsessed with him or anything – she was just very observant.

After a night of her heart racing and the fight replaying in her mind, she had come to one conclusion – there was something seriously wrong with the kid. Something that wasn't normal.

"Well, yeah," Ned responds, "he's going through a lot right now. He's grieving. Tony Stark meant a lot to him, you know."

"No, but this is _different_ ," she insists, "I understand the stages of grief first hand. I know how it would affect Peter. This is something beyond that."

"You're just worried about him because you haven't seen him like this," Ned continues, and the way he focused on eating, seeming nonchalant about what she considered to be a critical conversation, made her awfully frustrated.

"Were you not there yesterday? He beat Flash so hard I was scared he'd take one hit too many and end up in prison! Does that sound like Peter to you?" she exclaims.

"Grief makes you do crazy things," he says, still not looking her in the eye with the same solemnness that she contains.

"Okay then, how long have you known Peter?" she asks.

This time, he looks up at her. "Uh, since we were nine?"

"Okay then, you were there for him when his uncle died. Right?" she follows.

"Yeah, I was. Wait, Peter has talked about Ben to you before?" Ned wonders.

"Um, yeah," she says, trying to cover her tracks of knowing more about Peter than they think she does. "Anyways, you've got my point down. You were there for him during his grief. You've seen a grieving Peter. Did he pull anything like this?"

"I mean he was pretty messed up, and he stopped caring about school for a second and he didn't feel up to building any Lego sets. He didn't go berserk on anyone, but every situation is different, you feel me?" he responds.

"So if going berserk is something so out of character for Peter that he never did it when his own uncle died, the man who raised him, why would he do it now?" she goes on.

He almost slips that it might be because Peter had an even more serious bond with Tony because he held him while he was dying on a planet in another galaxy.

"I don't know MJ, because maybe it might be extra hard for him to go through it twice?" he says, "Wait, if you don't think he's acting out because of grief, what are you getting at?"

She leans in closer so that the girls at the other table don't overhear. "I can't pinpoint exactly what, but there's something else there. I don't know if it's something else that happened to him, or if there's something _inside of him,_ but there's something there that's making him into someone else. Something even stronger than grief."

"Something…even stronger than grief?" he responds, and he was really tripping at how out there MJ was behaving. He already had one friend going off his rockets, now another one?

"Something, I don't know, sinister."

"MJ, don't take this the wrong way, but you're being kind of crazy right now," Ned tells her.

"Crazy?" she grows offended, "Really?"

"I don't know, you're acting like this is some sort of paranormal movie or something. Do you think he's like, possessed or something?" he tells her.

"No, I don't know, maybe?" she tells him.

"C'mon, this is Peter we're talking about. No offense, but you've been close to him a few months, and I've been close to him for almost over seven years. I think I know the guy a little more," Ned grows slightly frustrated with MJ's out there theories.

Her face grows cross.

"If you know him that well, then why aren't you trying harder to figure out what's wrong?" she questions.

"Because I know what's wrong," he states.

"No, we don't," she insists.

"Because he's possessed, right?" Ned almost giggles. He truly isn't trying to be hostile, but he knew Peter like the back of his hand, and he of all people would know if there was something else wrong with him.

She almost slips that it's because she might be a little bit more than observant.

"Okay then, you're not going to help me figure it out?" she asks.

"We can't stress out the guy even more, dude. We need to just be there for him, and if there's something else, he'll come and tell us," Ned tries to tell her.

"What if he can't come and tell us? What if he's in danger, or something is stopping him? You know he has a guilt complex, he's not about to bring us into something," MJ insists.

"I trust Peter, MJ, and you should too."

"You know what, fine. I'll go figure this out by myself, and then I'll show you. You'll be apologizing as soon as it's laid out," MJ says, beginning to pack her stuff.

"Have fun with that," he winks, and she shakes her head in annoyance.

"Love ya, MJ," he says as she walks away, trying to make sure she knows he would never intentionally humiliate her.

"Loser," she responds, flipping him off behind her, and that's her way of saying she loves him too.

During her walk home once sixth period came to an end, she couldn't keep Peter out of her head.

" _I've just…ever since I've been sick I've been so angry at everything to the point where my body hurts and I snapped at my aunt this morning and I feel really guilty about it I even broke a damn plate and-_

Ned hadn't been there to hear the words he said to her; he wouldn't be able to understand the fear that laid under his voice. That exchange alone was enough evidence for MJ to know that there was something that needed to be figured out – and figured out now, for Peter may be in danger.

This lead to an assortment of Google searches. 

"Is it normal to have anger bursts after a severe fever?"

"How severe is the anger stage of grief?"

"What should I do when my friend comes to me with an anger issue?"

"Are there any serious illnesses that can cause uncharacteristic anger bursts?"

She spends the most time researching the last one, afraid that some kind of horrible disease could be upon him.

However, something in her gut told her that there was something _else._ Something that she couldn't possibly understand.

Now, stalking is extremely creepy. However, unfortunately, it may be the key to figuring out more about Peter's abnormal behavior.

She rather would have him think she's a creep and never talk to her again than let him be in danger alone.

What's being just a little more observant?

That afternoon, at five PM, she makes a vow to do everything she can to figure out what's wrong with Peter. No matter what it may cost her.

X

" _Mr. Stark, do you ever get scared?"_

 _The look on Peter's face was young and terrified, his breathing far from steady and his pupils wide with nerves._

" _Everyone gets scared sometimes, kid. Why?"_

 _Peter gulped, afraid to spill, in case Tony thought it was stupid or childish. Remembering that the man had already seen him at his most vulnerable on Titan inspired him to continue._

" _I haven't went to sleep in days. I can't stop seeing him, I can't, and it gets really scary because suddenly my legs feel real wobbly and I could feel my hands fading away and the way everything felt and I almost want to cry because I just want-_

" _Shh, hey, hey," Tony consoled him, "Slow down, kid. It's okay."_

" _I just want to feel solid," Peter looked down in sadness, and Tony really wanted to go and give him a hug and protect him from the darks of the world._

" _Thanos is gone now, Peter. You'll never have to see him again. And you'll never fade away like that ever again, you hear me? You aren't going anywhere for a long time, I promise. I won't let you."_

" _I don't want to die, Mr. Stark. I'm really scared and I can't stop thinking of it. I feel so embarrassed because I did so much to prove that I shouldn't be treated like a child and here I am acting like a child, and if you don't want me to be an Avenger anymore, I totally understand," he said in shame._

" _Of course I want you to be an Avenger. You're such a strong kid, you know that? Things like this are just…the hard part of the job. I wish I could keep you safe from that part, I do, but it has happened to all of us," Tony consoled._

" _It has happened to you?" Peter asked._

" _Oh, yeah," Tony almost chuckles in memory, "it sure did."_

 _Peter looks up at him, edging for the story to continue._

" _Do you remember the attacks on New York in 2012?" Tony asked him._

" _Yeah, I remember," Peter answered._

" _Well, I almost died that day. I told myself I was going to die, and I went for it, but it turned out that I wasn't ready to die yet either. And I was a grown man. Never let that fear make you feel like you're less, you hear me?" he responded._

" _Did you have trouble sleeping too?" Peter asked._

" _I hardly slept at al at first, and when I did, I dreamt of it every time. Is that happening to you?"_

 _Peter nodded. "What did you do to help it?"_

" _Well, I decided it was time to get help. You know Bruce, my friend Bruce?" he continued._

 _Peter nodded again, "The Hulk guy?"_

" _Yeah, that's him," Tony laughed, "Don't call him that, though. Touchy subject."_

" _Gotcha," Peter giggled._

" _Well," Tony continued, "Bruce is no therapist. He told me that, straight up. But he is a damn good listener, for a guy who probably needs a therapist himself. I went to Bruce and let him know how I had been feeling, and having someone to understand and give me advice helped. It didn't take it away, that isn't so simple; but it helped me get through it. Truth is, I still get nightmares sometimes. About a lot of stuff that has happened to me. But I just keep going, because that's the only thing you really can do. And I turned out to be okay."_

" _I wish I was as strong as you, Mr. Stark," Peter told him._

 _Tony put his hand through his hair with fondness. "Kid, you know something? I think you're even stronger."_

Peter burst awake, taking a deep breath as he takes in the flashback that came to visit in his sleep and cherishing it, wishing he could spend that moment with Tony forever.

Tony had told him only two months ago that he remembered he wasn't ready to die either – and now, here he was. Dead.

Like Bruce had been there for Tony after the attack on New York, Tony had been there for Peter after what happened on Titan. Now, who was there to turn to?

He remembers that Tony told him Bruce was a good listener.

"I know Dr. Banner now," he mumbles to himself, "maybe he could help."

It was nine A.M. now – that isn't too early, is it?

Peter walks across his room and looks in the mirror, reminding himself to shave the tiny stubble growing on his chin. He washes his face to wake up refreshed, and spends an extra few moments looking at his reflection to remind himself that here he was, no black stuff in his mouth and no clouds in his eyes.

"You better not act up," he tells his reflection, as if there was someone he was talking to.

 _Was there?_

Without thinking, he went on to call Bruce, hoping to God that the man would answer.

"Peter?" Bruce answers, sort of surprised to be getting a call from the kid in the morning. "Aren't you supposed to be in class?"

"Suspended," he answers, seeing shock on Bruce's face, "I'll explain soon. Are you…busy Dr. Banner?"

"Well, not any more than usual, why?"

He definitely didn't have time for another trip to Johnny Rockets, if that's what he was going to be asking. However, looking over the kid was what Tony would have wanted him to do, so he would do it. Tony was the only person to have treated him normally; not like a weapon.

"I've been going through a lot lately and it's getting kind of out of hand and one time Tony told me when he was feeling bad he went to you and you were pretty helpful and I know I barely know you and it's weird to ask but I really need to talk to someone about this and-

Bruce's eyes widened, afraid that the events could lead to teen depression or worse.

"Of course, kid," he cuts him off, "you can come on in any time today."

"I think I'll take the bus now, Dr. Banner. Thank you so much," he hangs up.

Locking the door behind him, he left the security of the home and went onto the morning streets of New York – and it was eerie how he had gotten used to the black feeling lingering in his gut.

When Peter walked into Bruce's office, the man almost dropped his glass.

When he had met Peter Parker, he was an upbeat kid with sunshine in his eyes and excitement in his voice. Now, he was looking at a boy whose eyes seemed to be embodied by some sort of _hatred._

He didn't even look this bad last time he saw him, which was even more recent to the death. Why would he be worse now than then?

"Hey, Peter," he pulls a chair for him, "how you doing?"

"Not so well," Peter sighs, "pretty sucky actually. If you really are busy though I don't want to bother you, so you could always let me know. I don't think May wants me out anyway."

"You're fine, I wasn't doing anything important," Bruce reassures, "now Peter, you know I'm not a therapist, right? I have a handful of degrees, but psychology isn't one of them."

"I know, Mr. Stark told me," he says, "he just told me you're a good listener and stuff."

"Okay, buddy. That I am. What's been going on?" he sits down beside him.

"Well, there's this kid at my school named Flash who's a real jerk to everyone, especially me, so me and my friends played a prank on him and then after school he started talking bad about Tony so I beat him up," Peter starts.

"Is that why you're suspended?" Bruce asks.

"Yeah, for a week. I beat him real bad, he was unconscious and everything," Peter explains.

"Well, sounds like he had it coming," Bruce smiles at him in reassurance.

Peter almost giggles, and he wishes he knew Bruce longer than he did.

"It's not all though. Lately I've been really…mad."

"I hear you there, kid," he responds.

"It's just…I'm not usually a mad guy, and I know things are different with me now that Tony died but especially after I got sick I've been really out there," Peter tells him.

"Can you elaborate?" Bruce requests.

"I…feel like something's inside of me."

At that, Bruce takes off his glasses, leaning in a little closer. "Inside of you?"

"I feel like something is inside of me that shouldn't be," he continues.

"Have you been experiencing any other irregular behavior?" Bruce asks.

"I been real angry, I haven't been able to do my school work, I've been a little…violent. I just want to hide from everyone because of it, you know?" his voice sounds small.

"Have you been doing any Spiderman activities lately?" Bruce asks.

"No, not this week. I've been too sick," Peter starts, "and besides that, I just don't _feel_ it."

 _Losing interest in hobbies? Decline in academic performance? Uncharacteristic bursts of anger?_

"Peter, this is a safe space here, okay?" Bruce begins.

"Okay, I know," Peter responds.

"Then I'm going to need you to be completely honest with me. Can you do that?"

"Yeah, for sure."

"Peter, have you been putting anything into your body that you aren't supposed to?"

Peter blinks, a bit taken aback. Bruce thinks he's on drugs or something?

"Well, it's-

Just as he is about to spill his experience, the pain returns.

He finds himself bringing heavy hands up to his throat, clasping around it, attempting to ease the pain inside. The same pain burning his stomach alive. The same pain that had surfaced when he almost told MJ.

"Peter? You okay?"

"I-I have to go," Peter quickly grabs his things, his skin beginning to pale. "I'm so sorry Dr. Banner. Thank you."

He quickly runs out of the room and to the outdoors, sitting behind the bench to take a moment to catch his breath.

Bruce only stares at the seat that had just been filled, coming to his conclusion of what might be wrong with Peter.

It took half an hour after speaking about it for the pain to leave, and Peter wasted no time taking a bus back home, running into the empty apartment and slamming the bathroom door behind him.

"Okay, that's it," he says, standing up to face the mirror. "No more games. I know you're in there."

He is met with silence, his eyes remaining their usual almond, making him look like a fool.

"No, I'm not crazy. I'm not crazy. You're there, I know it! Show yourself, okay?"

Silence follows once more.

He growls in anger, swinging an arm and knocking the hair supplies from the sink to the floor with a bit more force than he tried to. He almost shakes from it, feeling the inside of his veins pulse.

"Stupid. This is all so _stupid,"_ he kicks the corner of the shower stall, about to exit the room when suddenly, the silence breaks.

"PETER."

He jumps sharply at the voice, the depth of it creeping into his eardrums, startling him with how loud it sounded.

He slowly turned around, scanning his surroundings, and found nothing other than his own reflection.

"Is-is someone there?" he asked, keeping his voice down.

"You said to come out, didn't you?"

"Okay, this isn't happening, this isn't happening," he panics, sliding down and sitting against the shower stall.

"I'm afraid it is."

His eyes swing open and he straightens his stance, terror starting to overtake him. "Who-who are you?"

"I'm you, and you're me. Or, we can be…if you let me."

"You're in me, aren't you? You're in my body," Peter says, his voice now collected.

"I am a part of you, Peter. Don't you wish to be a part of me?"

"Why would I want that?" Peter asks.

The voice does not respond.

"Why would I want that, huh? You did this, didn't you?!" he stands up, "You made me make Aunt May sad, you messed up Flash, you made me sick, you made me scary!"

"I only want to help you, Peter."

"So, now you answer," Peter growls. "You know what? Get the hell out of me, okay! I don't want to be a part of your horror movie sci-fi bullshit! Just leave me alone!"

"But you need me, Peter."

"How the hell do I need you?"

"Because we can _kill_ him."

Peter's fists clench at the realization.

 _Scorpion._

Jesus, how could he have forgotten about Scorpion?

"I know you want to kill him, Peter. But you're not strong enough, are you?"

Peter doesn't respond, his lip starting to tremble.

"You're not strong enough but… _we_ are."

"What do you mean?" Peter asks, his previously terrified voice now incredibly still.

"If we bond together, you can have all of the strength in the world. Enough to _catch_ him. Enough to _kill_ him. Do you want to let Tony down?"

"N-No," Peter responds.

"We can be powerful, Peter. We can do whatever _we_ want."

The voice continues, "and you can never catch him without _me.'_ '

"Please, stop hurting the people I love, please," Peter pleads.

"I helped you with Flash, didn't I? With me, you can do anything."

"You didn't answer me," Peter grew frustrated, "Stop hurting people I love."

"There are prices to pay to get what we want."

"Not if that's the price, no way!" Peter exclaims.

"I know you, Peter. The real parts. The _dark_ parts. You want to avenge him, don't you?"

"Y-Yeah."

"With me, you can. Allow me into you, and we can bring justice. We can give the world the _anger_ it deserves. Don't you agree?"

"Sometimes," Peter admits, bitter at the world which had taken both Ben and Tony away from him, away from lives they deserved to finish.

"And that I know. I only ask for one thing. Bond with me, Peter."

"I-I-

Before he can answer, the sound of keys rattling outside the door sound, the front door sliding open.

"Shit, it's May!" he panics, and he is met with no response.

The voice has left. For now, at least.

"Peter?" May's voice startles him at first.

"Uh, coming!" he responds, pushing his hands over his face and looking at the mirror again.

Nothing.

Reluctantly, he walks back into the living room, seeing May begin to put away groceries.

"You gonna help me?" she asks.

He walks over and starts to unload as well, unable to focus his thought on anything other than that damn _voice_ from his head.

"Peter, I just wanted to say…about yesterday-

"I'm sorry, May."

It doesn't even seem to be real when he speaks.

"Honey, I know. I wanted to say that…I'm sorry too."

Peter turns towards her in surprise.

"What you did is inexcusable," she starts, "but I shouldn't have acted that way to you when it was obvious you just need help. I'm so, dearly sorry."

"I know I do. Please don't get mad, but I talked to Dr. Banner today. Tony used to, about his problems," he admits, cursing himself for keeping this conversation going when he needed to _leave._

"I'm not mad," she sighs, "I'm glad you went and asked for help. I'll be contacting him, is that okay?"

He nods, knowing that he won't be talking to Bruce about it again.

He won't be talking about it to anyone.

"May, can I be excused? I don't feel very well," he tells her.

"Of course, honey. I'll bring some food later, okay?"

He nods, dragging his footsteps along to retreat to the room.

As soon as he escapes to being on his own, he collapses, staring at the ceiling in shock, wonder, fear, and everything in between. He almost expects the voice to come back – but it doesn't.

Not now. He doesn't call it back, either.

His suspicions were confirmed – he wasn't the only one living in here. There was something, _someone_ – he wasn't just Peter anymore, and he didn't know if there ever would be.

If it was his only chance against Scorpion, it might be worth it after all.

 _ **A/N: To those of you asking about the black suit – expect it soon!**_


	8. Eminence

_**A/N: Hey! Super sorry for the slow updates, I've been very busy with college.**_

"Peter?"

Pulling one earbud out of his ear, he turns around to May's voice. Over the course of his years, May's voice has become frequent, and it was nearly impossible to listen to music in peace. He thinks that this is a problem for every teenager though – especially those with overprotective guardians most especially for those who were superheroes.

"Yeah?" he replies, sounding a bit more annoyed than he meant to.

The next line, on the contrary, was something a lot rarer to hear.

"We have a guest."

Peter takes out the other earbud now, trying to figure out who the guest may be. May did have friends at work, but it was not common that they visited the house. Ned and MJ would be just getting out of school, so he doubts they would have time to get there already. Little to no relatives ever contacted them, much less come for a visit. Who could it be?

Quickly, he puts away the earbuds entirely and puts his phone in his back pocket, fixing his hair slightly in the mirror and making sure he looks at least slightly presentable.

"A guest? Who do you mean-

It's when he goes out to the living room that the surprise grows much more intense.

Standing there was not one of May's friends, nor his, nor a family member. It was no one other than Bruce Banner.

"Bruce?" he questions, walking closer, "Wait, what? What are you doing here? How do you know where I live-

"Since I learned you were seeing Mr. Banner regarding your health, I thought it was my place to reach out to him to communicate about you," May informs him.

"Oh, oh," Peter starts, "I'm sorry, that was just a one time thing. I didn't mean to waste your time, Dr. Banner, you really can go home now-

"Kid, your aunt and I think we need to have a talk," Bruce tells him.

"Umm…okay," Peter raises an eyebrow, still wondering what was completely going on.

The three follow to the couch, and Peter begins to grow nervous. Had May heard him throwing up the other night, or even worse, heard him talking to the voice? Had she called Bruce and told him about it?

"Peter, many people cope with grief in different ways, and some in ways that are…unhealthy," Bruce starts.

Peter doesn't say anything, his foot still tapping in apprehension that they might know more than he needed them to.

Or, did they know about his trip to Poughskeepie? That he was in proximity of the explosion? That he entered that club?

"Oh, I'm just going to come out and say it," May says, "Peter, honey, have you been using any illegal substances?"

Now that one he wasn't expecting, but he almost let out a sigh of a relief, a sigh cut short by realizing the entirety of the accusation.

"Wait, what?" he asks.

"Your behavior has been extremely irregular, more so than the last time I saw you go through grief. I'm starting to believe that it's a side effect of something else," May tells him.

"Drugs? You're saying I'm on drugs?" he asks them.

"When we had our conversation, I asked you if you were putting anything into your body," Bruce tells him, "and you got afraid and ran away. I was going to contact your aunt, but she contacted me first."

"Guys, this is insane. I'm not on drugs!" he exclaims.

"Sweetheart, we aren't angry with you. We are just concerned because we care about you," May puts a hand on his shoulder.

"Things are gonna be okay, Peter. We're going to help you from now on, you're not going through this alone," Bruce adds.

"No, no, you don't understand. I've never done a drug in my life!" Peter stands up, "I honestly can't believe you're thinking this of me, May! You know me!"

"This isn't making you a bad person, you're just lost and need a little help," she tells him, "don't be embarrassed, you know I did a little bit of experimenting at your age-

"I'm not experimenting!" he says, "I swear I'm not laying. You want to drug test me? I can go pick one up from the store right now."

"That won't be necessary. It's only a ride forward from here, kiddo."

"Alright, that's it," he says, "Wanna think that of me? Go ahead, but it's not true, you know. Now, I'm gonna get back to my music. You can get back to work now, Dr. Banner. Sorry for all the bother, I'm not on drugs or anything like that. Promise."

Before they can say anything else, he skids out and down the hall back to his room, locking the door behind him.

Aunt May and Bruce Banner talking? About him? Bruce coming over to his house? Being accused of being on drugs?! Absolute insanity.

"Drugs, huh?" he says to himself, "wow, wait until I tell Ned about this."

He hadn't talked to his best friend very much during his suspension – mostly due to the fact that he didn't want to risk snapping at him and because he had quite a lot to figure out. Now, though, was a time that he needed a call.

Checking the time, Peter makes sure that Ned would be home right now, and then dials.

It rings three times before Ned picks up.

"Dude!" he answers, "I thought you were like dead or something!"

"Sorry man," he tells him.

"What's been up?" Ned asks.

"Something _insane_ just happened," he starts, "you listening?"

"You bet I am!" Ned states in excitement, obviously eager for a new story.

"Okay, so, recently I went to go see Dr. Banner because I was worried about my, uh, changes. So I started telling him how I went crazy and got Flash, and then he sort of asked if I did anything to myself, and I suddenly got sick again so I had to leave right then and there. Later, I also kind of mentioned to May that I had went to see him. So, now, here I am listening to music and chilling in my room when May says we have a guest over, and guess who it was?" he tells him.

"Oh my God, was it Bruce?" Ned asks,

"It was Bruce," Peter confirms.

"Dude, Bruce Banner has been to your house! That's so…awesome!" Ned says.

"Yeah, I know, but the reason wasn't awesome. Wanna guess what it is?" Peter continues.

"What was it?" Ned asks.

"They both think I'm on drugs!"

Peter expects Ned to be as shocked as he was, even horrified that they would think something like that of him. Instead, though, he laughs.

He laughs quite a lot.

"Dude, it's not funny," Peter tells him, "They're thinking bad things of me!"

"Dude, that's fucking hilarious. Drugs? You? Jesus!" Ned laughs hysterically.

Peter does not respond.

"Aw, come on. You know it's funny," Ned continues.

"Why though?" Peter asks.

"Because we're losers," Ned says, "How would we even know where to get that?"

"You know, I called because I'm pissed they think that of me and I thought you'd be pissed too, but whatever I guess. See you when I go back to school," Peter tells him.

"Peter?" Ned asks in confusion, not understanding why Peter is behaving so solemn. Usually, he would have found this amusing as well, and he knows it.

Peter shrugs and hangs up the phone, putting it back in his pocket.

"Psh, hilarious," he tells himself, "I guess no one is on my side anymore."

"I am."

Peter pauses, taking a deep breath. "You're back."

"I haven't ever left. I'm always waiting."

"Waiting?" Peter asks.

"To bond with you, of course."

Peter doesn't respond.

"You know, your friends are just holding you back. Stopping you from your full potential."

"And how's that?" Peter asks him.

"They're onto you – they're going to find me. If they find me, we will never catch Scorpion. Your friend just now mocks you."

"Ned? No, Ned's cool. He's my best friend. I'm sure he'd never try to mock me on purpose," Peter defends.

"You can't trust anyone, Peter. Everyone is out there to take you down. The only way you can find Scorpion is alone with me."

"I mean, maybe, but I don't want to cut off my friends," Peter says.

"Be cautionary, child. They will come for you, they will take you down. Will you let anything get in the way of Scorpion's destruction?"

"No," Peter says, "I won't."

Peter lays down on the bed, trying to contemplate the voice's words.

"How about tonight, we go out to play? I can show you what it is like to be united with me – the strength you will contain."

"Sure," Peter answers, "Good plan. We'll go on patrol tonight."

X

Evening has arrived.

As soon as she had awoken, MJ has been on the edge of her seat, feeling excited and slightly afraid all at once, not being able to think about anything other than her plans for tonight.

Tonight, she is going to find out what was wrong with Peter.

Now, she doesn't expect to find a solid answer, for she has a feeling that one answer is much too vague for the truth behind it all. However, she was going to get a glimpse of what he was up to, and that might be just enough to get a hint of what she was working with.

Why she took on this responsibility? That didn't have a solid answer either.

She pulled out an old bag, one that was far too pink for her to wear to school, and put together a beanie, some sun glasses, and a scarf. She would try her best for Peter to not catch sight of her, but if he did, she could at least pass it off for a look-alike.

If Peter ever found out she was stalking him, she might as well drop off the face of the earth.

MJ swings the bag over her shoulder and checks to make sure it's late enough, and then she tightens the scarf and jets out of her room.

She is just about to exit the front door, the doorknob inches away from her fingertips, when she hears her mother's voice.

"Michelle? Where are you going?"

She lowers her hand away and turns around, seeing the woman slowly walk towards her from the kitchen, her hair covering half of her face.

"I'm just going to bring some homework to my friend, mom," she lies.

"And without dinner first?" she asks her.

MJ internally groans, knowing that if she takes the time to eat, she may not make it in time to see if Peter leaves home as she suspects he does.

"I'm not hungry," she tells her.

Her mother walks closer, her movements slowed by gravity, and she reaches a shaky hand to caress the hair hanging from MJ's beanie.

"I've never seen you wear this before," she tells her, "do you like this friend?"

"No," she answers, a bit too abruptly, "it's not like that. It's just cold outside."

"It's nearly summer," her mom questions.

"I don't know, it's chilly," MJ sighs, looking down.

The awkwardness was sinking down on her, and she was beginning to feel sad.

"Come on and eat Michelle, or you aren't going anywhere."

Her mother turns and walks away, sitting back to the table.

MJ sighs and reluctantly gives in, setting her bag next to the door and walking over to the kitchen.

The soup was almost lukewarm now, and suddenly it all seemed so unappetizing. Nevertheless, she pours it into the bowl and goes to the table.

At first, she eats in silence, but the silence gets to be just too cold.

"Have you taken your meds this morning?" she asks her mother.

"Yes, baby," she tells her, and MJ wants to eat the soup quickly so she could leave, but for some reason, she felt that such fast movements would be too violent.

"How is school?" she asks, "You still on that team with all the smart kids?"

"Yeah, I still am," she says, "It's pretty cool."

"Good," she replies, "It's good you're busy."

"Yeah," MJ says, and as she finishes the last bite of soup she jumps up to take it to the sink.

"You going now?" her mom asks.

"Yeah," MJ says, grabbing the bag once more, "I'm going."

"Come back soon, Michelle. You have school in the morning."

"I will, I promise," she opens the door.

"I love you," her mother tells her.

"Love you too," she says, and shuts the door behind her, and the navy color of the fresh night sky is so bright compared to the gray inside her home.

The breeze makes her feel refreshed, and there she goes, on the way to Peter's house.

Or, more specifically, the outskirts of the apartment building.

MJ always won at hide and seek when she played with her father as a child, and as a teen, she considers herself good at hiding too. She has made a point of a lowkey persona, and she hopes that she can use that to her advantage.

 _Observant._

Just as she suspected, she sees Peter exit his house through the window.

Now, if he were going somewhere like a normal person, wouldn't he just walk out the front door?

A normal person also wouldn't be able to land that jump without getting fazed.

Peter's figure begins to grow shadier as it blends in with the shadows, and she has to crawl a little bit closer. There is a sound of rustling in the opaque alley, and with a breath of air, her suspicions are confirmed.

From the shadows, Spiderman swung away.

"Knew it," she whispers to herself, smirking in pride.

The second she takes to come to terms with her theory confirmation gives him enough time to swing away from her attention. She curses herself as she sees the empty alley, very absolutely clear of Spiderman.

"I'll be back, loser."

X

"We're really doing this? Okay, we're doing this."

Even after becoming an Avenger, Spiderman missions were always something that Peter did alone. It was the time that he took to figure himself out; to understand the relationship he has with himself and what abilities he can prosper with. It was being alone that made him figure out who Spiderman was; without anyone there to see him as Peter Parker.

This time, the winds have changed, for he was anything but alone.

"We most certainly are," the voice responds.

"Okay, okay. Sorry, I'm just a little nervous."

"Are you afraid of me, Peter?"

"What?" he asks, even though his voice has a hint of a tremble. "No, of course not."

"Then," the voice tells him, "Let's get on with it."

"So what usually goes down is I go swinging around until I run into some real crime, because I don't get like, house calls or anything. Don't worry though, if you're worrying we won't get anything, because Queens is a city with a lot of crime but I still love it you know-

"You talk a lot, don't you?"

The voice made him shake a minute, remembering Tony laying under him in the alley.

" _Anyone ever tell you that you talk too much?"_

He shudders, and his speech ceases.

The night seemed slow motion, not only because he was so nervous to be working with this voice, but because there was absolutely nothing going on. Typically, a night in Queens was full of opportunity, but tonight it was solely crickets.

"Well, this is embarrassing," he says.

"Have you checked the suburbs?" the voice suggests.

"Well, I only do on slow nights because the suburbs are pretty chill, it's the city we need to look out for," he explains.

 _We._

"And it is a slow night, is it not?"

"Right," Peter answers, "To the suburbs we'll go."

Being Spiderman was, as one would guess, exhilarating. Tonight, though, Peter could almost fall asleep.

"Look man, I'm sorry. I swear I thought things would be busier, but don't worry! It'll be ready for patrolling tomorrow night for sure," he says.

"How about the house on Lemon Street?"

"Lemon Street?" Peter asks in confusion, turning his head from the tree he was perched in and down to the street below. Then, he saw it.

The little yellow house on Lemon has no cars in the driveway, but it does have two men in black masks breaking through the windows.

"Perfect," he says, "Damn, I really wouldn't have noticed that, would I?"

"Looks like we already make a pretty good team."

Peter says nothing, only jumping off of the tree and sprinting towards the crime scene.

"Hey!" he calls out, the two hooded figures freezing in their tracks, "Ever been taught that you can't take what's not yours?"

"Great," one of them mumbles to the other, "That damn Spider Guy is here."

"I think you got it wrong, pal," he says, shooting webs at the wall and landing himself beside them, "It's Spiderman."

"Todd, we got to bounce!" one instructs, but Peter shoots a web at the knob of the door, trapping them inside.

"Oh no, you're not getting away tonight," he tells them, shutting off the house security system alarm, "not until the police get here. I guess we have a little time to chat. Where you guys from?"

"What are you doing?" the voice inquires.

"Keeping them in here for the police, what do you think?" Peter replies, the two men looking at him as if he were insane.

"The police? No, Peter. Take care of it yourself."

"What are you talking about?" Peter asks.

Before the voice could answer, one of the men has pulled out a knife.

"Alright, now I'm pissed off," Peter growls, his voice riding back to the deeper form. He shoots webs to tie the man's hands together, but not before the man throws the knife into the air, which swipes against Peter's cheek and cuts it.

He winces in pain, and the man smirks in accomplishment.

"Here," the voice tells him, "Let me do it for you."

Under his mask, the pupils of Peter's eyes dilate like black holes, sweat drenching his forehead, as suddenly, he isn't in control of his body anymore.

With a shot of force, his arm swings up with all of his strength, his fist plummeting into the man's cheekbone.

That's when it happens.

As soon as his knuckles come into impact with the man, his suit begins to shed. Rather than the bright red color that he had been so famous for, it began to turn pitch black, the blackness crawling all over his body and devouring him whole.

The man had knocked out cold, the other man staring at Peter in horror.

"Holy shit…" the man whispers.

Peter gets enough control to turn his head to the reflection of the glass table, and sees that rather than wearing red and blue, his suit had completely went black.

"Whoa…" he says, "Dude."

"See Peter?" the voice says, "Once we become one, a single entity, we are unstoppable."

The voice takes control of his body again, his body stepping up and kicking the other man in the ribs.

The police sirens begin to grow closer down the street.

"The cops! I've gotta get out of here!" Peter says, and zips out of the broken window, but not before a neighbor across the street is able to snap a picture.

The voice winces in pain at the brightness of the camera's flash.

Far away from the sirens, and the criminals, and the suburbs, Peter conceals himself in the familiar alleyway behind the apartment.

"How'd you change my suit like that?" Peter asks.

"The symbiote has grown on it. The symbiote wishes to protect you."

"How long will it stay like this?" he questions.

"As long as we are together."

"I don't know," Peter slides against the bricks to sit on the ground, "Mr. Stark made this suit."

"And Mr. Stark is dead," the voice says, taking Peter aback. "And why is dead? Mac Gargan. He will continue to live unless you allow me in, and guess what Peter? I'm alive."

He sighs, lightly applying his touch to the long cut on his cheek. "Yeah, I guess."

Peter climbs back up the wall and sneaks in through the window, locking it behind him. Making sure to not awaken May, he tip toes into his room.

"Look into the mirror, Peter."

He nods slightly in submission, finding his way into the bathroom and pulling off his mask.

The wound is long and deep, blood staining the whole side of his left cheek.

"Hold onto it," the voice instructs.

Peter winces a little as his fingers come into contact with the cut, but nevertheless follows the command. Then, the pain starts to stop.

With every passing second, the wound grows smaller and smaller, less and less painful, until suddenly, as if tonight had never happened, it was no more.

He taps his cheek in shock, trying to comprehend how he was free of injury.

"Wh-what?"

"With me, you will have the strength and durability to defeat anything. You will not grow injured, you will not die. You will have the highest power, don't you see? I have shown you what I can do. Why do you still not trust me?"

"It's not that I don't trust you," Peter tells him, "It's just that, well, this all just kind of came onto me when I wasn't expecting it, and I guess I'm-

"Scared?"

Peter closes his eyes in shame, taking a deep breath, and giving a small nod. "I guess, yeah."

"There is nothing to fear," the voice tells him, "not with me. I can gives you anything you desire."

"Look at me," the voice continues.

Peter allows his eyes to open, seeing that they are cloudy again. He shuts them closed instantly.

"I said look at me."

"Whenever my eyes are like that, something bad happens," Peter trembles, "something that isn't me."

"Something that is _us_ ," the voice replies.

"But is it, really? Is that who I am?"

"I think it so. I think that you have a darkness that has been too far contained, and I know like no other your craving for revenge. I know the dark side of you, Peter. We aren't too different, deep down. Are we?"

"I-I guess not," Peter says, still clenching his eyes closed.

"Come on, open them."

After a second of hesitation, his eyelids slip open, still covered with clouds.

"Look deeper."

Peter continues to stare dead at his reflection in the mirror, and as a seconds go by, he becomes less and less nervous. He stares so deep that he forgets about this place; only knowing the abyss that he learns exists inside of him.

"You're right," he says. "You do know me."

"That's right," the voice tells him, "Now you're starting to understand."

"I do understand. I understand that we can defeat Scorpion. That I can."

"We can do whatever we want."

Any of the uncertainty in Peter's body had faded away, for looking at his reflection, he had never felt so confident. He stared and he stared and he stared, and then, he smiled.

With his black suit and cloudy eyes, he finally felt alive.

 _Solid._

"We're coming for you, Mac Gargan," he whispers to himself, and then, with his voice significantly deeper, "We're coming for you."


	9. Nexus

_Six in the morning. Back to the old routine._

Peter's head fogs with the early signs of a migraine as his slumber was broken by the ticks of the alarm clock, reminding him of the unfortunate events of the day to come.

His suspension has passed; it was time to return to school.

School really had never been a problem for Peter in the past. Sure, he didn't have the best social life, but he excelled at academics and always enjoyed learning new things. Now, though, the thought of attending enrages him.

He simply doesn't have time for any academics.

 _So much bigger than high school right now._

Not only that, but the thought of seeing Flash's beaten face appalls him. The thought of seeing his previous bully ever again appalls him to the core.

 _He should be thanking God he was let off that easy, after what he said._

Despite his inner protests, he knew he had to go. After May's drug accusations, he doesn't think he needs any more problems with her. He won't be calling up Bruce any time soon, that's for sure.

The morning was like the series of others – drag out of bed, grab a t-shirt from the pile, brush teeth, grab a bowl of cereal and go – though this morning was far colder. This morning, there is no music playing in his ears as he walked to school, and certainly no happy skip in his steps.

Only the empty buzz of the reality that he can no longer escape.

The empty buzz is replaced by the laughter and chatter of students arriving at Midtown High, and although it always made him happy to see other people happy, their chipper attitudes are making him want to turn back around and go home.

It only makes it worse when they notice his arrival.

As soon as he makes his way through the gates, all of the students cut their conversations short and turn around just to stare at him, some accompanied with whispers.

 _That's the kid who beat the shit of Flash Thomson. He's back!_

Instead of shouting at them to mind their own business like he wishes to, he pulls his hoodie up to shelter himself from their glances and fastens his pace.

When he spots Ned, he doesn't know if he feels relief or another craving for avoidance.

"Peter!" Ned runs up to him, pulling him in for a hug. "I missed you buddy! This place totally sucks without you."

Peter exhales and returns the hug, trying to remind himself that it's just Ned. His best friend.

"Sorry," he tells him, exiting the embrace.

"Dude, I really have to talk to you, in private," Ned attempts to whisper at him in a whisper that was far from silent.

"Sure," Peter says, and looking both ways to make sure there are no followers, he and Ned sneak out to the back and settle themselves under the bleachers.

"What's up?" Peter asks him.

"Have you seen the news this morning?" Ned asks him.

"I don't really watch the news," Peter replies.

"Well, take a look at this," Ned says, pulling out his phone and clicking a link to a video and pressing play.

" _Good morning Queens!" the blonde news reporter welcomes, an obviously artificial tone. "We're going to start this morning off with a report of the famous vigilante-turned-avenger, Spiderman. As we all know, the streets of New York are no ghost to our web-slinging friend, but last night there was a little twist. An anonymous neighbor captured a glimpse of Spiderman leaving a house after catching burglars, but not in his regular red and blue suit."_

A picture of Peter swinging in the black suit surfaces and his heart stops.

" _Could this be a new Spiderman? Or, maybe, has the Spiderman we all know went through some major changes?"_

Ned cuts the video, turning to Peter in expectation of a response. However, he says nothing.

"Peter, was this you?"

Peter takes a second to contemplate, trying to figure out what to say next.

 _He can't know about this._

"I don't know what this guy is, Ned."

"So, you're saying that we're dealing with an imposter?" Ned's mouth widens.

"No, we're not dealing with anything, because it's not our problem," Peter tells him.

"Dude, what do you mean?" Ned quirks his head in confusion, "There's a guy stealing your identity and you're saying it's not our problem? What if he's evil?"

"If it becomes too much of a problem, I'll handle it. As Spiderman. But for now, I don't want to hear about it again. Okay?" Peter's face drops a little when he worries that he came off too rude.

 _Ned just can't be involved in any of this._

"Jesus Christ Peter, what is your problem? This isn't you," Ned sighs, and Peter almost feels guilt.

"Look man, I've got to get to class. I'll see you at lunch," he walks away, not waiting for his friend to follow.

Now, it's English class, and instead of thinking about the next essay due he can't stop thinking about _him._

Since the time that it happened, Peter had memorized every inch of Mac Gargan's stupid face, and the way his voice sounds like. When he tries to think about something else, about _anything else,_ he can only think of the damn smirk the man gave him when he couldn't shoot, the image forever engrained in his mind.

 _He won't be so lucky next time._

Pulling out a notebook and colored pencils, he aggressively flips open a page and begins to draw. He draws that man as ugly as he can, because he never deserves anything that remotely could be considered art. He draws the scar on his face and the void in his irises, but refused to draw that damn crooked smirk he wears on his face. Instead, he draws his face in horror.

He moves on to draw himself – but not himself, really. He draws Spiderman in the black suit, the suit that will give him the power to wipe that smirk clear off that man's face. He drops the pencil, not realizing how roughly he was pushing it against the paper, and hesitates before he adds the finishing touch.

He decides that it is necessary – drawing a knife in Spiderman's hand and drops of blood falling from the man's neck.

He smiles at the paper, and instead of ripping it up like he initially planned, he folds it up and places it in his pocket.

Meanwhile, in the classroom next door, MJ is drawing too.

She draws Spiderman, putting the special details he deserves in the suit and the colored patterns it featured. She almost dares to add a small pink heart beside him, but it almost makes her gag.

How could she be letting him turn her into a typical schoolgirl with a crush?

"Michelle?"

Startled, she quickly slaps her notebook closed and puts it in her bag before turning around to Cindy. "Yeah?"

"Have you heard about what happened with Spiderman last night?" her friend inquires.

For a second, she is out of words to speak.

"No, I haven't seen anything. What happened?"

The worst circulates her brain, and her skin begins to pale.

"There's another Spiderman, either that, or the same one is going through an identity crisis. Last night, some old man took a picture of him in a black suit," Cindy explains.

"Really?" she raises an eyebrow, trying to figure out what this is about. "Do you have the picture?"

"Yeah, hold up," she says, pulling out her phone and then turning it to MJ.

She stares at the picture, and something in her knows this isn't another Spiderman. This is Peter.

How can it be Peter, though, when she had just seen him leave in the red suit just before?

She curses herself for last night when she was not paying attention and not proceeding to follow.

"Interesting," is all she tells her.

"Girls, want to focus on the lesson? Don't forget about the exam Tuesday," the teacher looks towards them.

"Sorry," Cindy bows her head in embarrassment, and the teacher continues on with the lecture.

MJ turns back around, trying to process what she had seen. She had gotten down the part where Peter's Spiderman, but she hasn't gotten down to the part where she figures out what factor has been going on. If it's something that could make him change suits in a few hours, it must be something important.

She can't stop thinking about it, about _him,_ and starts to wonder if this is even her place to look into. She and Peter were friends, of course, but they weren't on the level of he and Ned. Who was she to come intruding in on his life and decode his deepest secrets? When he figures this out, he would never want to talk to her again, surely. It honestly is borderline creepy.

Yet, despite all that, she doesn't have plans to quit. Why? Because right now, she seems to be the only one who cares about him and what is really going on.

She really does owe him a conversation though.

How would she even bring up that she knows he's Spiderman? Admitting to stalking certainly wasn't her first choice. She just wants to talk to him about something going on, and make sure he understands that he's not alone.

 _She wants him to understand that he has her._

There was no way that he would understand that if she didn't somehow make it clear. It had been a long time of cancelled voicemails and nerves stopping conversations, and that would have to stop. It was going to stop today.

The bell rings, making her jump. Now was her only time. Nothing could stop her now.

Quickly grabbing her things and skirting out of the classroom, she flies out of the door to make sure she doesn't miss him. Sure enough, she gets out right at the time to see him exit the classroom.

"Peter," she says, catching his attention. "I need to tell you something."

"MJ, we've got class in six minutes," he tells her.

"Look, I don't care. This is more important, okay?" she tells him.

"Okay, okay. Let's get to the bleachers, Ned and I go there to talk all of the time," he says, because if MJ is being this urgent about something then it must be good.

They don't talk as they walk there, and she is growing more and more anxious, her insides feeling fuzzy with the sensation of going down the steepest drop of a roller coaster. There is so much more to life than a high school crush, but right now, it was the only thing that mattered.

"Okay, we're here," Peter says, dropping his back pack to the floor and turning to face her.

"Alright," she says, taking the deepest of breaths that she has ever inhaled.

 _Now or never._

"Peter, I know you've heard this from like, everyone, but you're not who you used to be. I know you're going through a lot, losing your mentor like that and all, but I know how that goes because my dad is dead. I know grief, and I know what grief does to you. I know there's something else going on too, and I'm just worried about you because you're my friend and I don't want anything bad happening, so I wanted to let you know that you can trust me and I won't tell a soul."

When she stops talking, Peter is staring at her in awe, because out of all of the people in his life, he never expected her to be the one to be having this conversation with him. This conversation certainly isn't one he was prepared to answer.

Hell, he thought it would be nothing more than about a school project.

"I'm sorry, forget it," she says in shame, almost tearing up in embarrassment, "forget I said anything."

"Hey, no," he reaches a hand out to grab her arm, her eyes widening at his touch. "Don't be embarrassed please. I know I can trust you, MJ. You're one of my closest friends. But listen to me – I'm okay. Everyone grieves differently, I guess. But I'm gonna be okay."

She doesn't respond, only moving up her other arm to push the strand of hair hanging over her eyes behind her ear.

"If something does go on, I promise, I'll come to you. Is that okay?" he asks, and even he is shocked at the softness in his voice.

 _He just never noticed how pretty her eyes are._

"Of course that's okay."

"We've got to get to class now," he tells her, "You got Calculus?"

"Physics," she corrects.

"Oh, that's right," he says, "See you at lunch then?"

"See you at lunch," she forces a smile.

He gives her a smile back and turns the other way down the hall, expecting her to go down the other path, but she just turns back outside to sit under the bleachers. There was no way she'd be in a mood for class right now.

She gives in and lets one tear fall down her cheek, because if there's one thing she knows, it's when she's being lied to.

She decides that tonight, she would go out again. Tomorrow night as well. She wasn't going to give up until she got to the bottom of this.

In the meantime, she pulls out her notebook and flips to the Spiderman drawing, and decides to add that heart next to it.

The day was typical – nothing too exciting to note, but nothing miserable to note either. It was simply a matter of sitting in class and walking to the next one, and anticipating, as he always did, the second that the bell would signal him out the door.

Tonight was full of new opportunity – opportunity to discover more of what this mysterious bonding would have to offer.

Finally, the clock hits 2:45, and he zooms out of the doorway, preparing to run home and await the sunset. He was just beginning to run, swiping his hoodie over his head, when a voice from a car comes to interrupt him.

"Kid?"

Freezing in his tracks, he rolls his eyes once he recognizes the voice. "Happy?"

"I go off radar for two weeks and everything goes even further to shit," he rolls his eyes back, "I think I deserve an explanation."

"I mean I'd love to," Peter starts, scanning for an excuse, "but I have…homework."

"Just get in the car, kid," Happy unlocks the door, stripped of patience.

Peter surrenders and steps to the other side of the car, and as soon as he buckles his seatbelt the car drives away from the parking lot.

The first moments on the road are plagued by an awkward silence.

"Which one of them called you?" Peter breaks the tension.

"Bruce told me you're being strange, and that I know you better so I could find the root of it easier. Poor guy has no teenager experience, and just yesterday I didn't either, so ease up, kid. You're going to give me a heart attack," Happy answers.

"Sorry for the inconvenience," Peter partially scowls, getting no attention from the man.

"And just so you know," Peter adds, "I'm not on drugs."

"I know," Happy says.

It is silent again.

Peter starts to notice the car turn in a direction that isn't towards his Queens apartment.

"Where are we going?" he asks, "I thought you were giving me a ride home."

The car hits a red light, giving Happy a second to turn and look him in the eyes.

"Peter, you may not be on drugs, but you need some help. And that's where we are going."

"B-But I told you, I've got homework!"

"It'll only take an hour or two, relax," Happy starts the car again, driving in the direction of the Avengers compound. "I think you owe me."

The rest of the car ride is without talking – Happy wondering how the hell he got in this situation, and then remembering that not only because he cared about Tony, but because he had grown to care about Peter too. Peter has his head facing down, trying to plot how he would get himself out of this one.

"Did you hire a therapist or something?" he finally asks as they drive up to the compound.

"Something like that, now let's go," Happy says, parking and pulling the keys out of the ignition.

As Peter follows behind out of the parking spot, a million memories spark over his eyes. Memories of Happy picking him up from school and following behind him as he ran into the compound, running into Tony and greeting him so that they could work on a new project together, and then falling asleep in the car when Happy took him home.

Now, he was the one following behind Happy, and neither of them had a smile on their face. There was no Tony to greet him inside, and there would never be a new project to work on. Now, this little walk that had been so full of promise and excitement was agonizingly painful.

"Follow behind me," Happy instructs him, and leading him to an area of the compound he hadn't been to very often before.

Before he opens the door they arrive to, Happy turns to face Peter, bending slightly to his height.

"Now kid, we have someone on the team that I think can help you, but you're going to have to be patient and let him, alright?"

 _Great. More of the team getting involved._

"Alright," he answers, and steps in to see no one other than Sam Wilson.

"Wait, what?" he asks in confusion.

Sam looks up at him, a gentle nature in his eyes that Peter isn't familiar with, and flashes him a smile that seems almost obligatory.

"Sam Wilson is a counselor for those who suffer from PTSD," Happy begins to tell him.

"I don't have PTSD, I swear, I'm alright," Peter grows frustrated, "I gotta go, okay?"

"You're not going anywhere Peter, not now. You're going to sit down here and I'll be back for you," Happy begins to turn away.

"But Happy-" he starts to protest.

"What, do you want me to stay there with you?" Happy asks him, and the sarcasm comes off as particularly annoying to Peter today.

"No," he nearly pouts.

"That's what I thought," Happy says, and closes the door behind him.

Peter takes a few seconds before he turns around towards Sam, taking a deep breath and deciding to keep his ground.

"Why don't we start with taking a seat?" Sam asks him, slicing through the awkward tension like a knife.

"You don't have to talk to me, you know," Peter tells him.

"Look kid," Sam starts, "I know we haven't ever met each other properly, and when we did it wasn't the best start. But this is a fresh start, okay?"

Peter reluctantly takes a seat.

"Why are you doing this?" he asks, and for a second, the innocence in his voice surfaces from the depths that had been suffocating it.

"We're the Avengers, Peter. We're whatever is left of it. You haven't been here very long, but neither have I. From this point forward, we need to be united in order to move forward and look out for each other, ever since-

"Ever since the Avengers broke up because you all decided you didn't care about Tony anymore," Peter interrupts. "I came because it was an opportunity to be a real superhero, to fight the damn Avengers. I'm a little older now, though, and I know what really went on. Mr. Stark gave everything he had to this team and what does everyone do? Abandon him, and even if anyone pretends to not mean it that way that's what he died thinking, and it makes me wonder if I want to be an Avenger at all. So, I'll ask you again. Why, now, do you want to help me?"

Sam does not respond for a moment, looking at the boy with sadness. During his time as a counselor, he hadn't worked with adolescents, so agreeing to work with Peter was a risk of not handling him correctly. He considers referring him to another counselor with that specialty – until the kid's words remind him that this is personal.

"Things happen in life sometimes that are no one's fault. What happened to Tony wasn't anyone's fault, anyone but the murderer. What happened then certainly wasn't anyone's fault – just disagreements that got way too out of hand. But please never think that Tony's death meant nothing to this team. In fact, since it happened, Steve dropped off the radar."

"If he cared, then why wasn't he at the funeral?" Peter asks.

"That, I can't answer. But I'm here to tell you I'm helping you because we don't want to make the mistakes of the past – we are here to make sure you grow up into the hero Tony knew you would be from the start. I know you don't know me, but that is going to change, because seeing this team continue to thrive is what would make the guy proud," he pauses, taking a second to make sure Peter is looking him in the eye, "and you will always be an Avenger, Peter. You have a home here, and no matter what happens, you are not alone."

Peter sits in silence, attempting to soak in everything he's been told.

"I think Tony might have been wrong about me," he says, taking Sam by surprise. "I guess I figured out that I'm not fit to be a hero. I was too foolish; a coward. But that's about to change, because I'm not going to put up with this world anymore."

Sam eyes lighten in alarm.

"I'm not going to kill myself or anything, just to clear up any rumors," Peter immediately reassures, "You know, like the drug thing."

Sam gives a slight nod, urging Peter to continue.

"Every single day of my life, I feel so cold, cold enough to feel like my bones are going to crack, and maybe, just _maybe,_ the bad parts of the world deserve to feel that too. _Mac Gargan_ deserves to feel that too."

"There are options for you Peter, treatments towards recovery that will help take that cold away," Sam tells him.

"I know how to take that cold away," Peter smiles, feeling as if he were _electric._ "Every night that Mac Gargan lives is another night that I have failed, and if that makes me not a hero? Then, so be it."

Peter stands up, making sure to push the chair in properly. "Thank you for thinking of me, Mr. Wilson. But I don't need the help."

"There's no shame in a victim getting help," Sam says.

"I'm not a victim," Peter says, "At least, not anymore. I have this new feeling inside of me, this new _power,_ and nothing, _no one,_ can take that away from me."

"I'm on a one way ride, Mr. Wilson," he says as he opens the door, looking back at the man, "the road to finally being free, and after these weeks of feeling dead I've never felt so alive."

Before Sam can respond, Peter closes the door behind him and turns around to await Happy, and he suddenly feels overwhelmed with an absolute and utter certainty.

The certainty that tonight he would let the symbiote bond with him.

 _ **A/N: Expect to see more Avengers involved soon!**_


	10. Odium

_**A/N: So sorry for the hiatus! I was working on a Halloween story for my other fandom and then I got caught up with other things but here's chapter 9 for you! Also, I wanted to note something. In the Venom movie, Venom has more of a light side and could be considered an anti-hero. However, in this story he is a villain and his relationship with Peter is toxic. Just keep that in mind while reading. Thanks for the support love y'all!**_

Speed.

It radiates through Peter's blood as each of his footsteps hit the floor, dragging him in a direction that he does not know. He only knows how strong he feels as his shoes meet the concrete, a slight breeze pushing back the hanging strand of his hair, and the warm colors that paint the horizon. The horizon which sets, its sun starting to fall, the pigment of the sky a beautiful orange. The setting reminded him of the blanket of night that was soon to come, and what was to come with it.

The transformation has finally arrived.

At least, it would be. It will as soon as the scarlet sky changed to navy, the stars glowing and welcoming the night. The night is when he had always thrived; the time of day that he could finally come alive. Now, though, it had a whole different meaning. It would mean becoming what he never knew he could be, it would welcome him to a world that he sees in a whole new way.

The night had taken Tony, but it would take Scorpion too.

A smirk grew to his face at the thought, his heart filling with a strong desire for revenge, a desire powerful enough to absorb everything else he had. It absorbed his morality, his love, his admiration for humanity. It absorbed way more than the symbiote ever could.

His attention flared to the streetlights, their power flickering and edging to work. They surrounded the city, leaning over each pavement that he crossed, giving light to the busy streets of New York. They guided him on his patrols, on his missions, on his adventures. They served as a guide, but they now served as a reminder. A reminder that the evening was seeping away, a reminder that the night was on its way. The night that would give him more than he had ever had before.

Peter didn't know exactly what he was running to. He was running because he felt the need to get away and run towards something all at once, or because the slight sting of the wind exemplified the power growing in his bones.

That was when the feeling came upon him – stronger than any that have hit him before.

Hunger.

Hunger that was cutting into his guts, finding its way through every inch of his body and every curve of his skin. Hunger that was only growing stronger by the second, hunger that was burning the inside of his brain. He feels _carnivorous,_ a craving for a meal suddenly being the only thing that could rest in his mind.

"Food," the voice tells him, "Get food."

"You think?" he mouths sarcastically, stopping in his tracks, allowing his eyes to scan the area for a source to ease his hunger.

That's when a familiar sight comes into his vision, one more welcoming than ever before.

Mr. Delmar's.

"There we go," he whispers to himself, and within seconds he has charged for the doors, flipping himself inside.

"Peter?" the man asks from behind the counter in confusion. It was no rare occurrence for the boy to visit, but he had never seen him in this state. His veins seem to be bulging from his forehead, sweat crawling over his skin, his pupils dilated. Not to mention the pace he exhibited with his entrance.

At his name, the boy nearly stumbles over, falling over a rack carrying bags of chips. He grabs one, ripping it straight open, and is just about to pour them into his mouth when he catches the scent of the sandwich meat.

Mr. Delmar continues to look at him in confusion, trying to think of a reason for the boy's irregular behavior.

Peter jumps over the counter, landing perfectly on two feet, and shoves his hands into the meat containers, grabbing handfuls and consuming them as fast as possible so that he can grab another.

"What are you doing?" Mr. Delmar asks, stepping a little closer.

"I'm…" Peter begins, quickly finishing nearly all of the ingredients, "I'm really hungry."

"Alright, that's enough," Mr. Delmar snaps out of confusion and grows frustrated, figuring that the kid must be intoxicated or something of the like.

The man gains the nerve to reach out for the kid's arm, but he quickly hops back over the counter and returns to the chip bag he originally opened. The man doesn't understand how it's possible for the boy to eat so much without stopping, but Peter doesn't even appear fazed.

"Stop! I don't want to call the police on you, kid, but you know I don't tolerate taking things you're not going to pay for!" he warns.

Peter pauses from his feasting to give the man a look of rebellion, the glance of a child who starts to go against their parents. A glance that wasn't at all typical of Peter. "You're not going to call anyone."

"Excuse me?" the man exasperates at the tone, growing more concerned than angry.

Peter rolls his eyes and looks away, reaching to open a new bag of chips.

"Alright-

Mr. Delmar reaches to stop the kid in the gentlest way he could, only for Peter to grip his arm and swing him violently away.

"No!"

Peter drops the bag after Mr. Delmar falls to the floor, taken aback by what he has done. He didn't mean to hurt the man – he just wanted to get him off of him. He was going to take the food – something he just couldn't allow.

He didn't want to hurt him.

"I'm sorry, Mr. Delmar," he says, quickly getting up and extending his arm to help the man up. He rejects the offer, standing up on his own.

"I think it's time that you leave, Peter. Go the hell home."

Peter looks down for a second, his hand starting to tremble. He had eaten half of the shop's goods, but he still had not satisfied that intense craving in his body. He would have to go somewhere else.

He turns and leaves immediately, slamming the glass door so hard that it almost breaks into shards. He runs off on his way.

Speed.

It radiates through Michelle's blood as each of her footsteps hit the floor, dragging her in a direction that she does not know. She only knows that her adrenaline is pumping for him, her fear and her infatuation mixed as one. She had never seen him this way, but after her recent observations, she knew that something big was going to go down.

She had come to the conclusion that something must be inside of Peter.

Her body was no way as fit as his, so following behind had become a challenge. She only kept going by her motivation to keep him safe; to figure out what was wrong.

She would do anything to make sure her friend came out of this safe.

The sky's hue has changed from scarlet to a light navy, the time nearing seven o'clock and the sunset has arrived early. The ticking of time makes her nervous, as although she has no way into Peter's head, she can see in his eyes a lust for the night. This must mean that the night would welcome something; something that she didn't want to see.

Nevertheless, she kept running.

Peter loses focus on the time, nothing getting in the way of the hunger which continues to overwhelm him. He ate plenty at the sandwich shop, but it has not completely been satisfied. The unpleasant picture of his face picked up when he noticed a burger restaurant just up ahead.

Nothing sounds more appealing at the moment than some meat to consume.

Finally, he arrives. Running up to the counter, he stops in front of the glass to look at the man taking orders.

"Can I help you, kid?" the man asks, subconsciously taking a step back.

Without responding, Peter jumps straight at the glass, breaking it and ignoring the tiny cuts on his arms from the shards.

"Jesus!" the man exclaims, but before he can grab him, he has run past the kitchen and into the dining area.

He heads to a nearby table, grabbing a burger off of someone's plate and eating it, closing his eyes in delight.

"Hey! That's my burger!" the customer complains, looking to the manager in hopes of help.

Peter still has ceased to speak, too focused on finding another meal.

"That's it, I'm calling the police!" the manager threatens.

Peter stops, dropping the second burger back on the table.

"Don't worry," the voice says, "Allow me to take care of it."

He gives a wordless nod, feeling the electricity radiate through his body as he consensually loses control. Suddenly, his body is swinging the other way, and he can only watch it all happen.

"What did you just say?" he tells the manager, his voice deepening and his eyes start to cloud.

The man reaches for the phone slowly, keeping his eyes on the boy, noticing the odd complexion of his eyes.

"Y-You heard what I said, boy," the manager asserts.

Peter looks down, his fists clenching. "You're going to be sorry for that!"

He is going to charge; to attack this man who had done nothing to him, when a sound breaks him from it. A sound, a _voice,_ that shoots into his body hard enough for him to regain control.

" _Peter, stop!"_

MJ clasps her hands over her mouth to second the plead slips out, cursing herself immensely for revealing herself and ruining the plan. She has never been more embarrassed; but more importantly, she felt afraid. Not for herself.

Peter's eyes turn back to normal, and looks down, everyone in the restaurant suspended from movement. The girl is standing in the door way, her face shaken and her hands over her mouth.

"MJ?" he asks, and although it is most clearly her, his shock questions it anyway.

"It's me, Peter," she surrenders, looking down in shame.

"Wait…you were following me?" he asks.

She does not look up.

"You were following me!" he re-affirms, his shock being replaced with rage.

"I just want to make sure you're okay, Peter!" she finds the nerve to say, standing her ground. "I know you and I know something's wrong!"

"You know me?" he starts, "We barely started talking this year. How does that give you the right to make me your responsibility?"

"Well, obviously something is wrong," she says, "Or else you wouldn't be doing this!"

"It's not your problem, Michelle," he tells her.

"I made it my problem, because I'm the only one that cares enough to actually do something about it!" she argues.

"And you think stalking me is the right way to get me to trust you?" he asks.

"I didn't know what else to do, okay?" her eyes almost water. "It's going to be okay, I'll help you get out of this. You just have to trust me."

"You know what?" he began, bitterly, "I was starting to trust you. I thought you were a good friend, but I guess I was wrong."

She does not respond, looking away from him.

"I think you should leave," he continues, "I don't want you to get hurt."

"One more thing," she says, "I don't care if you hate me for it. I'm not giving up on you. You know where to reach me."

She turns the other way.

The restaurant is still silent, and not even the manager has proceeded to make the phone call. He looks away when she leaves, but it only takes seconds before the symbiote regains him.

"Make that call," his voice is not his anymore, "I dare you."

Peter turns around, his arms replacing by the blackness of the symbiote, and they grasp control of the man's neck. People in the restaurant scream, some of them quickly running out the doors.

The grip intensifies, the man's eyes bulging in terror. The terror mirrored back into his eyes, and that's when he snaps.

Peter immediately regains control of his body, his arms turning back to normal, immediately dropping the man to the floor. Horror drops the pigment of his skin, coming to terms with what he almost did.

"I-I…" he does not find the words to say, so he instead sprints away from the restaurant, running as far as he could, stopping and falling to the ground when he reaches an alleyway.

As soon as he collapses, he vomits onto the corner beside him, and he can't decide if it's from the immense overeating or the disgust he has with living in his own skin.

"Why the hell did you do that?" he asks the symbiote, his chest heaving up and down.

"I said I'd handle it, didn't I?"

"By killing somebody?!" he exclaims, wobbly standing up. "Since when was that part of the deal?"

"You have blood thirst in your heart, Peter," it tells him, "I can feel it."

"I want Mac Gargan dead," he says, "But not anybody else. I don't want to hurt innocent people. Not ever."

"It isn't about you anymore, Peter. It is about us."

"There will be no us, if this is what you're gonna do. I'll go get my revenge myself."

As soon as he said the words, Peter felt an intense pain ripping the inside of his stomach, causing him to yelp.

"I wouldn't do that if I were you."

"And why?" Peter challenges it.

"Because I'm killing you," it says, and his eyes widen. "Get rid of me, and you'll drop dead."

"I'd rather die than be a murderer," he answers through his fear.

"You are nothing without me!" the symbiote raises its voice, "I am the only way you can avenge Tony. Without it, you are only a kid with powers that weren't even strong enough to save him. Is that who you want to be? Who you want to die as?"

Peter closes his eyes, anxiety rushing through his heart as he interprets his words. He can't argue. If he couldn't save Tony, how could he singlehandedly avenge him?

"I know you fear death. Do you wish to decay slowly and painfully, leaving your poor aunt behind?"

"No," he answers.

"You have no choice but to bond with me. The night has come, Peter. The stars are out. It is time, isn't it?"

"Stop," Peter carefully starts walking again, into the direction of his house.

If this was really going to happen, he didn't want it to happen alone in an alley. Granted he didn't want anyone either, he at least wanted to be somewhere familiar.

The truth is that although he lusted at the thought of transformation all day, as the night has finally befallen him, he has never been more terrified.

Especially now, knowing the potential the symbiote carried, knowing that he was going to lose control.

He feels the symbiote in every fiber of his being, inspiring him to travel quicker; to get away from here. He has no idea of what crimes he would commit after transformation, but he knows that there is no way out.

Finally, he reaches the apartment, and sighs in relief to see that May isn't home.

His vision is beginning to blur, his legs feeling heavy as he pulled them off the floor. A migraine is easing its way into his brain, all reminders that his body no longer solely belongs to him.

He stumbles into the bathroom, the floor that had begun to know him so well. He catches a glimpse of the mirror, remembering the first time that he had felt the symbiotic presence. The first time that the blackness had shown itself coming out of his body, the first time the blackness had brought him pain.

The pain is burning, each of his bones feeling as if they were to crack into pieces and his organs collapsing in place. He feels his eyes grow wet with tears, unable to contain themselves from what was going through his body.

He is so very far from solid.

Peter knows what it's like to die. He knows the fear that comes with knowing that fate has come upon him, he knows the torture that comes with the pain of feeling your body ripped apart. Now, here he was, not very far into the future, feeling the exact same sensation.

He can feel his guts ripping apart just like they had when he had turned to dust, and he can feel his skin start to waste away. Most prominently, he felt an overbearing terror that he was going to be _gone,_ the thing he feared the most.

The last time it happened, he hadn't been alone.

The memories of the day flash before his mind, starting with the deranged picture he sketched in class to the man he almost choked at the hamburger joint. He looks into the mirror, those images in mind, and knows that he doesn't see himself anymore. The only part of him that remains is that fear, the fear that has swam in the back of his head his whole life and now has lived on the borders for the past few months. The fear of non-existence – the only part of him he has left.

Whatever is going to happen, whether it be his demise or a successful transformation, he knows that he doesn't want to be alone. The symbiote doesn't like this, as it doesn't want things to be beyond them two, evident by the way his body pains excel even stronger when the thought crosses his mind. Last time, he turned to Tony – a person who he found comfort in, a person who was like home. It hadn't taken away the terror, but it had made him rest carefully, for in Tony's arms, he felt safe. Now, there was no Tony to soothe him through it. There is no May, and he's thankful for that so that she doesn't get caught up in the mess more than she already is. Everyone else in his life wasn't of comfort, but of friendship, and he has too much pride to allow them to see him in this position. That leaves one person left.

Twice that day, MJ told Peter he could trust her with anything. He hadn't listened to her very well, for there were more powerful things on his mind. Now though, he is just a young boy, laying down on the bathroom floor with a hand over his stomach and tears in his eyes, and the only thing that seems to matter is not being alone.

Hesitantly, he reaches across the floor to grab his phone, wincing from the pain of extending his muscle.

"What are you doing?" the symbiote says.

"I'm calling MJ," he says.

"Why would you do that? I can kill you, you know," it says.

"You can kill me anyway," he grits his teeth, trying to look strong.

Working through his shaking fingers, he opens his contacts and searches for his friend's name. Ignoring the pain that the symbiote enforces, he goes through.

MJ is sitting on her own bathroom floor when she gets the call.

After the encounter with Peter, she ran home, trusting that he would be okay. She knows that even if he is angry, Peter would not betray his heart. She only hopes that he could confide in her, but after the revelation she is sure he never will.

The bathroom is where she sat when she is sad, which happened to be a lot of the time. Whether she was sad that her father is dead or that her mother is dead inside, she always found herself back on this gray floor. Now, it was about Peter's words, stinging her psyche as they come back on repeat.

She nearly jumps back when she sees the phone ringing, but soothes as she assumes that it must be one of the decathlon members calling with a homework question. She considers not answering, as she truly is not in the mood for that kind of interaction. Nevertheless, she persists to reach for her phone, knowing that her authority as captain should be stronger than her emotional turmoil.

Reaching for the phone is the best decision she's ever made.

When she sees Peter's name flashing on the screen, she feels her heart bounce out of her chest. She automatically assumes the worst – he must be continuing what he had meant to tell her at the restaurant, to tell her that she should never speak to him again. That's when she considers the situation she left him in, a situation where he could have hurt someone, or someone could have hurt him.

Despite her anxiety, she decides that his safety is more important.

She picks up the phone.

"Hello?"

At first, there is no response from the other end. There is only heavy breathing, and anyone else would have hung up the phone in apprehension.

"Peter?" she follows.

"MJ?" his voice sounds small and raspy, and had the tiniest hint of shudder. "I'm sorry, I'm so sorry."

"You don't have to apologize," she sighs, "I shouldn't have stalked you like that."

"I'm sorry I didn't trust you, I should've trusted you, is it okay if I trust you now?" he asks.

"Of course," she replies immediately, "Where are you Peter? I'm on my way."

"No," he interrupts, "You can't come here. No one can come here. It's not…It's not safe."

"If it's not safe then you shouldn't be there either!" she protests.

"I'm not safe, okay? It's not safe to be around me."

"I could never be afraid of you, Peter. Not ever," she tells him, "You understand?"

"I'm sick MJ, I'm dying. I'm dying and it's all my fault. It's making me do bad things to people-

His sentence is cut short by a sharp yelp of pain, and the shudders in his voice turn into sobs.

"Stop! It hurts!" he cries out, but it obviously isn't to her.

"Hang up," the voice tells him.

"Peter, who's there?! Where are you? Tell me now!" she panics.

"I can't tell you, I'm sorry. I'm so sorry. I'm just scared, it hurts really bad," he tells her.

"What hurts? Did someone do anything to you?" she asks.

"Just don't leave me alone, okay?" he continues, ignoring her question.

"I'll never leave you," she says. "Peter, I-

Her following words are a blur to him, something he can't comprehend. He isn't able to hear anymore over the pain of his body, and he thinks he is going to surrender. That's when a sight to the corner of his eye catches his attention.

It's a photograph of him and Tony. They went to Central Park during his last Spring Break. Tony looks so vivid, so healthy and alive. He was here with him, and he was living. Now, he's gone. He's gone because of him, and it will keep being his fault if he continues to let the man who shot the bullet roam the streets.

The symbiote is right – he hadn't been able to save Tony on his own. He won't be able to avenge him on his own either.

This transformation is the most painful thing he's ever done. He has never been so small or so scared, and he hates this feeling of dissociation. Yet he knows now that it's the only way he can get his vengeance, no matter what that cost was to him.

Even though he fears death, he'd rather die than allow Mac Gargan to keep living.

"MJ," his voice returns, still and empty of the emotion that had been previously filled it. "I have to go."

"No," she says, "You said not to leave you alone and I'm not leaving you alone. Please, Peter, please."

"Please, don't go anywhere near me," he tells her, "It's not safe. Make sure Ned and May stay safe. Tell them I love them."

"Peter, you're scaring me. What are you talking about?" her voice sounds alarmed.

"I'm not the guy you think you know," he says, "Not anymore."

He hangs up the phone, sliding it away from him across the bathroom floor.

As soon as the phone stops gliding, his pain goes away. He feels strong again, just like he felt at the beginning of the evening when he was zipping across New York. He feels as if he can handle anything.

He knows he can handle Mac Gargan.

And within the matter of seconds, on that apartment, the transformation began. The window crashes open, another figure jumping out of it like Peter often did when it was time for missions.

Only this time, it wasn't fully Peter.

 _ **A/N: Venom!Peter is finally here!**_


	11. Monstrous

His voice drops from the call, replaced by a never ending static – and her entire face turns cold.

As soon as Peter had hung up from the call, MJ drops her phone to the floor, trying to take a second to gather herself. She feels her entire body tensing, anxiety and fear controlling her brain, and his words repeating over and over in her head.

She can not formulate what his words must mean. Is he in fatal danger? The thought alone causes her to shiver, goosebumps crawling on her skin, her eyes widening against the wall in front of her.

In recent times, MJ has done anything she can to look after Peter; to make sure he's doing okay. Why she has accepted this responsibility? She does not know. She does know, however, that she hasn't felt this cold since her dad died, and out of all of the times she has put herself in harm's way to protect Peter, now was the most important moment of them all.

Her mind scans for an idea, desperate to find something she can do to help. She feels blind and helpless and weak, so afraid that no one would take her seriously and that she would fail on her own. The only choice now would be to get other people involved – she has no ideas of things she could do alone. Who?

She would call May, but she knows that it would only create more havoc, for she has a got feeling that this is something that she wouldn't be able to solve either. She has no contacts to Happy or The Avengers, who would be the best at figuring out this situation.

However, she knows somebody who does.

"Ned," she whispers to herself, her voice hoarse as it hasn't spoken since she had that conversation with Peter. A conversation which would wander in her heart for the rest of her life.

She picks the phone back up off the floor, wincing when she opens it to see Peter's contact. However, she knows what she has to do.

Ned is stubborn, and he disagreed with her on what was wrong with Peter. There's a chance that he won't listen to her, or that he'll call her crazy. Despite this, he's her last hope yet.

Anxiously, she dials his number, her foot tapping against the floor.

It rings, and rings, and rings, each ring making her heartbeat faster.

It goes to voicemail.

 _Fuck._

There is only one option left – it's a good thing she knows where his house is.

MJ scrambles herself up off the floor, shakily grabbing her phone and putting it in her back pocket. She pushes the curls of her hair over her shoulder and exits the bathroom, quickly sneaking out of the house before her mother can hear her. Suddenly, she is out into the night, running as quickly as she could towards her friend's home.

Luckily, it was only a few blocks away. She should have participated more in PE.

Finally, she found herself on the street he lives on and stops in the yard, taking a moment to catch her breath. She has never ran so fast in her life, but she didn't regret a second of it.

 _For Peter._

She looks up at the house, noticing that the window upstairs that belongs to Ned's room was lit up by the lamp. He must be inside.

She notices a ladder resting against the side of the wall, a ladder adequate enough to get her up there.

She reaches for the ladder, using her strength to flip it up in the right direction, trying to lay it against the house without it making a sound that would alert the family. Luckily, it does not make any sort of bang, resting gracefully just short of the window.

She starts her climb, though she unnoticeably crawls up a little too quickly.

Trying to rush up the ladder, she skips a step and her foot steps on midair, sending her soaring down the ladder and landing on the floor.

She winces in pain, scrunching her face and rubbing her neck, scared that she had gotten a more serious injury from the impact. To her luck, she only has a cut on her knee, blood rapidly forming raspberry through her denim jeans, but no broken bones.

Her arm is plenty sore, though.

Luckily, she had only been in the middle of the ladder when she fell, or it would have been much worse.

She stands up and goes to the ladder once more, re-trying her climb. She breathes in deeply and pays more attention to her steps, reminding herself that she will be of no help to Peter if she hurts herself on the way.

Finally, she reaches the top of the ladder, her knee stinging like crazy, and knocks on the window.

Ned comes over, assuming it was Peter, maybe to help him on a top secret black suit mission, but is met with MJ instead.

He blinks his eyes in confusion, but realizes she is standing on a ladder and rushes to open the window.

"MJ?" he asks, "What are you doing here?"

"Can you help me in?" she asks, and without hesitation he grabs her wrists, allowing her crawl inside.

"Dude, you're a mess," he states, eyeing her up and down as she stands in his room. "Why is your knee bleeding? Are you okay?"

MJ looks into his eyes, the events of the night flashing before them, and that's when she starts to sniffle.

Sniffles turn to cries and cries turn into sobs, and she doesn't care that she is being emotional in front of Ned when she swore she wouldn't in front of anyone; she is too afraid to be embarrassed.

"Whoa," Ned panics, not knowing what to do in the situation. "Hey, it's okay, don't cry!"

He reaches to hug her, and although she would make fun of him any other day, she hugs him back, melting into the comfort. They stay like this for a minute, before she realizes she is wasting time that could be vital to saving Peter. She steps away from the hug, looking at him again.

"Wanna tell me what happened?" he asks, concern in his face. He never tho0ught he would ever see MJ like this.

"It's Peter," she says, her voice cracked and small.

"What about Peter?" he follows.

"Remember how I told you something is wrong with him? Something other than grief? Well, I was right. I've been following him, I know it's super creepy but I needed to make sure he was okay, and I saw him straight up _damage_ people. I saw his suit turn black," she tells him.

"Whoa," he starts, "Wait, you know about Spiderman?"

"I figured it out," she says, "But that's besides the point.

"Right," Ned says, "Keep going."

"So I followed him today and he was insane. He ate almost everything in Mr. Delmar's shop and then pushed him. And then he ran off and hit up a hamburger joint and started taking all the food, and then he almost choked some guy to death! I had to intervene. I couldn't let that happen. I called out his name and he got real pissed, yelled at me and all that. So I'm moping at home and I get a phone call," she starts to choke up.

"It's okay, go on," Ned tells her.

"He said he was sick, and that he's not him anymore. He said it wasn't safe to be around him and he was wincing in pain. Then he said he had to go, to tell you and May he loved you, and that he wasn't him anymore. Then, he hung up."

"Shit," Ned's gaze wanders, trying to make sense of the situation.

"Something is seriously wrong Ned," she tells him, "And I'm fucking scared. We need to do something now to save him, or it might be too late."

"What do you think's going on? Do you think someone's hurting him, or…is he hurting himself? Oh, fuck, is he hurting himself?" he panics.

"I think maybe both," she looks towards the carpet.

"What do you mean?" Ned asks.

"I think there's something inside Peter," she looks back up at him, "I know it sounds crazy but you didn't see him back there. That was not Peter in there, and I know it. I may not know him as much as you do, but I know him enough to understand that. Please, Ned. Help."

"It sounds insane, yeah," he says, "But I believe you. I don't think you'd be so upset if you were wrong. But what do you want me to do?"

"Do you have the information to contact Happy Hogan?" she asks.

"I can find his contact if I looked through the computer, since we've contacted him before on it. Just give me a sec, alright?" he sits down on his roll up chair and pulls up the computer, MJ quietly following up behind him.

After a few moments of searching, Ned finally found a way to contact the guy. He presses to video call, MJ sitting beside him.

"Hello?"

The confused face of Happy Hogan appears on screen, wondering why he answered an unknown number in the first place. When he sees the face of Ned looking back at him, he figures out why. "What did the kid do now?"

"Hi," MJ comes forward, and he can tell she had been crying. "My name is Michelle Jones, and I'm a friend of Peter Parker's. There is an emergency going on, and I thought you should know about it."

"An emergency?" he grows more alert.

"Peter has been acting very off tonight. I witnessed him first hand terrorize a sandwich shop and a burger joint, and that's not all. He called me on the phone, and said some scary things; things saying that he isn't here anymore, that he is dangerous, that is gone. I'm…I'm scared, and I knew that I couldn't sit back and watch it happen," she explains, "Because it might sound crazy, but I think something is _inside_ of him."

Happy takes a moment to contemplate, considering the girl's words. For something he definitely wouldn't have taken seriously a year ago, he feels his heart drop down to his feet. "Do you know where Peter is?"

"No," her head tilts down.

"Okay, okay," Happy tries to think, "I'm gonna go get some people involved, and we'll be on our way to find him. You kids just sit back, and we'll let you know."

"Let us know?" she protests, "No, we need to help. We _can_ help. We know Peter, we know the places he might be."

"I know him too," he answers, "I promise we'll get back to you, alright?"

MJ pouts her lip, feeling as if she might cry again. "Alright. I understand."

"Thank you for calling me," Happy nods, and the screen goes blank.

Ned takes a second to put his hand comfortingly on his friend's shoulder. "We're going after him, aren't we?"

MJ lets out a weak smile, happy that at least someone finally understands her. "Of course we are."

X

Sam Wilson has taken way too long to think, and now he almost curses himself for wasting time that may be vital. The kid's face has stayed in his head, his words repeating themselves.

This was a kid who was lost; who was in critical danger. Something he has learned to recognize in a person. He is the adult here; he is an Avenger. He knows that he has to act, and he has to act now.

"Hey guys," he calls, his message going to the remaining Avengers who could make it to the compound. "I'm calling an urgent meeting. There's something we need to discuss."

When Bruce gets the message, he knows exactly what it is about. As of late, he couldn't keep his mind off Peter; he couldn't stop thinking of how much help he needs. He was new to all of this – he doesn't know a whole lot about psychology, or teenagers, and the only thing he knows about processing grief is based on his own. When he saw this kid, he feels like a part of Tony is still with him, and for that he owes him the world.

Tony would've known what to do.

He trusts Sam, for this is a field he actually has some wisdom in. He trusts his team, because even through their rocky history, they know how to be there when someone needs it. Peter really did need it, too.

He leaves his current project to wait for him, taking off his safety goggles and turning to leave, turning back to his communicator. "On my way."

James Rhodes is feeling the same thing. He doesn't know Peter as well, certainly not as much as Tony did, but the kid has a place in his heart. Maybe to try to fill the void his late best friend left, maybe because he reminds him of being young – such an easier time.

He can't bare to see another team mate lost, no matter who they are. He can't bare to lose more family.

He hasn't spoken to Peter in a while. He had meant to, because Tony had meant so much to him too and he knows that they could use each other's comfort. He curses himself for his isolation – but maybe because every time he looked at the boy, he felt as if he were going to cry.

"Coming."

Natasha is nearly confused when she gets the message. It has been a while since the last urgent meeting – not since it happened. She hardly knows what is going on with her team mates these days. It has been far from lively at the compound, since they lost Tony and since Steve left.

Could the meeting be about Steve? Is he back? It's been so long since they've spoken, and she's worried sick. She has his number, but assumes he needs his space. Could the meeting be about someone else? About the Avengers who live away from the compound?

The new one? The kid?

She doesn't know. What she does know is that she's nearly fearless, and this time would be hard for the average person to handle; but she isn't the average person. She doesn't know what she is walking into, but she knows that she is needed.

"On it."

The four meet together, awkwardly sitting down as Sam gathers what he needs to say. He almost asks everyone how they are, but their faces give him the answer.

"Is this about Peter Parker?" Bruce asks, trying to get the point before it's potentially too late.

"Yes," Sam answers, "I met with him this afternoon."

"What happened?" Natasha asks. She doesn't know Spider-man hardly at all, but she knows he's a kid who stays out of trouble.

"When he spoke to me, he was full of absolute _rage_. Violent, even. He was hateful, and from what I've heard, that isn't normal with him. He was so desperate for an outlet for revenge; even said it himself. This kid may be dangerous, to himself and others," he explains.

"He wouldn't do anything to hurt anyone, not intentionally," Rhodey adds.

"Something is containing him, I think. Causing him to act out of the ordinary. Grief? Probably. But I think there could possibly be another factor," Sam responds.

"Well, I guess we are going to have to investigate," Natasha says, "He's one of us now, isn't he? The days of not looking out for each other are over."

In that moment, Happy bursts through the door. "I just got a call, about Peter Parker."

"We were just discussing the guy," Rhodey says.

"Two of his friends called me. One of them said she saw him starting some problems in public, and then gave her a phone call with what sounds to be some self-threats," he says.

"We need to find him," Bruce says, "Before someone gets hurt. Before _he_ gets hurt. We already failed once. Maybe if we had been better to Tony, he would've actually called us for help. We can't fail someone else too."

Everyone is silent for a moment. He is right.

"It's time to put an end to this," Rhodey says, "We have to save this kid as soon as we can. We owe that much to Tony, don't you think?"

"When I talked to Peter, he talked about that," Sam looks down in sadness, "He has resentment because he blames us for treating Tony badly. We can't blame him, either."

"Look," Natasha adds, "It may not have always seemed like it, but I loved the guy. I'm hurting too. If helping that kid would honor his memory, that's what we have to do. No questions asked. I'm in."

"So am I," Bruce says, "Of course I am."

Happy, Rhodey and Sam nod too, all committing to the operation.

"But," Natasha says, "I think there's one more person we need to call. He needs this too."

They all exchange glances, knowing who she means.

"You're right," Rhodey says, "We need him too."

Without another word, Natasha reaches for her phone and dials Steve Rogers.

Happy goes to the other room, because he knows May Parker needs a call too.

May is in a good mood as she arrives home. She had a good day at work, and she knows Peter will be delighted to learn that she plans to make his favorite meal tonight.

"Peter? I'm home!" she announces, opening the front door.

Silence.

"Peter? Where are you?" she walks further into the apartment, her eyes scanning for him.

The apartment is vacant, and every room has an open door.

She assumes that he might have went to Ned's, or went on patrol. She hated the idea, but she knew there was nothing she could do to stop him.

She decides to call him, to ease her nerves that any parental figure gets when the child is missing. As soon as it starts ringing, though, she hears his ringtone coming from the bathroom.

His phone is laying on the bathroom floor, with no Peter to be seen.

"That's strange," she says to herself, picking it up.

He must have just forgotten it; or it had dropped out of his pocket.

Just as the thought crosses her head, her own ringtone goes off.

Happy Hogan.

"Hello?" she answers, "Happy, is Peter with you by any chance?"

Happy frowns, for his answer has been given. "I was about to ask you the same thing. Are you certain he's not at home?"

"No…" she responds, "I just checked the whole apartment, and he left his phone here. Is everything alright?"

"I'm sorry to say that Peter is missing right now, May. His friends called reporting his suspicious activity, and today he told a counselor I had him see some concerning things. But I want you not to worry, the Avengers have this under control."

"Missing?!" she panics, "What do you mean missing?"

"We're going to need you to stay home, and we'll have him home as soon as possible," he says.

"How do you expect me to stay home?" she asks, "He could be in danger!"

"And that's precisely why you need to stay home," he says, "Please, May. I'm going to need you to trust us so we could do our jobs."

She leans against the wall and sits, almost feeling a tear grow in her eye. "Okay. But if you don't find him in an hour, I'm coming."

"We'll be working as fast as we can," he says, "Thank you."

He hangs up.

A single tear falls down her cheek.

 _Missing._

A single tear turns into a sob.

X

MJ and Ned have exited Ned's home and are running down the road, escaping the suburbs and heading to the raw streets of Queens. They were going to find their friend, and nobody was going to stop them.

"Where do you think he would go?" Ned asks.

"When I would follow him, I often saw him in the alley on fourth street. It wouldn't hurt to check there."

Ned nods, and they head for the alley as fast as they can. When they arrive, it is vacant.

"Damnit," MJ curses herself.

"We can still check all of the alleys," Ned says, "He likes to hang out in them. He must be in one."

As their eyes scan each alley in search of him, their blood rushes. The adrenaline grows more intense with each empty alley and they feel as if their veins are going to burst, or their heart will shoot straight out of their chests. That is incomparable, though, to the rush that hits them when they _do_ find him.

They see the back of a boy with chocolate hair wearing a black suit, staring at the wall of the alley that Tony was murdered in.

"Peter!" Ned calls out, and Peter's figure turns around abruptly. His eyes are pure white and his mouth lays in a straight line, his face empty of emotion.

"There is no Peter," he replies, his voice deep, "Not anymore."

"Peter," Ned pleads, "I need you bro. You're my best friend. Come back, man."

"No!" he shouts, "I can't come back. Not anymore."

"Pete, listen to me," MJ steps forward, "This isn't you. I know who you are. You're Peter and you're warm and you're kind and you're loving. You aren't hate, or rage, or broken. Let us help you. We can make you better."

"You're right," he says, his straight lined-lips turning into a smirk. "This isn't Peter."

He steps closer, and his body grows. Ned stands back in horror, but MJ walks closer, looking up at him, not an ounce of fear in her eyes. "There is only…"

A black head grows over Peter, big white eyes and unbelievably large _teeth._

"Venom."


	12. To Find

_**A/N: Hey, we're back!**_

 _ **I know it seemed that Symbiote was abandoned, but I was busy with other projects and college and all that. I am currently filming a movie that I wrote and working on an original novel, but in the spirit of Endgame, Symbiote is back for regular updates! As a reminder, the events of Endgame are not canon in this story for obvious reasons. This one's a little shorter because it's just introducing what will happen in part two.**_

 _ **Here we go! Venom!Spidey is back!**_

The time that seeps through the seconds of Peter's face transforming to that of a big teethed monster came just as quickly when he disappears, the large entity zooming in the opposite direction of the alley. It is large and strong and straight up _scary,_ and nothing like Spider-Man. Nothing like Peter Parker.

"No!" MJ cries out, ignoring the stinging from the cut on her knee and running in the same direction with all of the power in her body, her watery eyes focused on her friend disguised as a black creature, her legs carrying her with all of their might.

"MJ, wait!" Ned calls to her, the skin of his face drained of color and replaced with a paleness that she has never seen on him before. The crack in his voice is what broke her, for she falls onto the ground, wincing at the contact of her injury with the pavement, crashing her face into her palms.

Ned quickly slides beside her, trying to contain his own heavy breathing, placing a hand on her shoulder. The touch of her friend snaps her back into reality, and she turns her face toward him, horror in her eyes. However, unlike Ned, it isn't fear.

"Holy shit, MJ," he says, allowing himself to sit all the way, turning his glance from her to the wall that the deformed version of Peter was staring at only moments ago.

"Fuck!" she yells, "Fuck, fuck, fuck!"

"What…was that?" he whispers to her, his voice trembling.

"I told you, I tried to tell you," she whispers back, "Something is inside of him. That's not Peter."

"How could this have happened?" he says.

"I don't know Ned, I don't know," she tells him.

"How can you not know?" he stands up, turning around to her, "You knew something was going on. How can you not know?"

"Because I just don't. I'm sorry," she sighs, turning away from him. "I didn't get that far. Not fast enough."

"We weren't fast enough," Ned's eyes began to water, " _I_ wasn't fast enough. Oh God, how could I not have known? How could I do that, MJ?"

"Ned, it's okay," she attempts to console, "You couldn't have known."

"No, it's not okay!" he exclaims, "Peter's my best friend! My brother! How could I not have seen this in him? What kind of brother does that make me?"

MJ stands up, facing him. "Ned, you listen to me. You couldn't have known. You know Peter more than anyone else, and that is still true. But some things are even beyond that."

"Then how did you know?" he asks.

"Because…" she sighs, and it was in this second that she begins to feel fear. Her stomach drops, and her skin becomes blanketed by goosebumps. "Because I look at him. I look at him differently than you do. I'm always looking. It's always him."

Ned doesn't seem to understand, his breathing growing stronger and his fists clenching. "I didn't know."

His voice cracks at the last word and then he begins to choke, and then, he begins to cry. MJ hadn't seen Ned cry before, for he was always in such a content state. It was an odd sight, and she didn't like it at all. It burned her to her core.

Michelle Jones isn't a very affectionate person. She hadn't grown up with it, and she was only now starting to figure out how it worked. Nevertheless, she takes her friend into her arms and he melts into the comfort, allowing him to shed his tears – tears in terror for his best friend.

"How will we get him back? Can we even get him back? Is he…gone?" Ned whimpers.

"I don't know how we can get him back," she says, "But I do know that we will. We will do everything in our power to save him, okay? I promise."

He wipes his tears, moving to look her in the eyes. "You really think so?"

"Of course," she responds, "Because we both care about Peter. A whole bunch. It isn't going to be easy, but it's going to be possible. It has to be."

"Okay," he says, beginning to return to a normal state. "I trust you."

MJ forces herself to give him a smile of encouragement, pushing a strand of hair behind her ear.

"I'm sorry…for snapping like that. I just, couldn't," Ned turns to the ground.

"Don't apologize," she replies, "We both shed tears tonight. And for that reason, we are the ones with the power to bring him back. It's going to be us. I know it."

"We have to call Happy," he says, "He needs to know what we saw. He deserves to know."

"How do we know they won't hurt him?" MJ asks.

"They would never. They love Peter too," he assures, and although her suspicions remained, she nods.

X

Peter runs as fast as he can through the night, hiding behind the shadows of the alley ways and far away from any people. To his luck, the city was quiet tonight, and the moon was hidden, depriving them of light. The darkness is addicting; the darkness is safe.

His speed is stronger than before, and he never knew that he would feel so much power. He remains in Venom's form, allowing the symbiote to take control. Despite this, he feels more control than he had ever felt before, clenching his fist to feel the wind flow through his grasp, allowing hiks feet o hit the floor without a single feeling.

"We cannot run forever," Venom tells him, "We need refuge."

"There's an abandoned warehouse on 36th," Peter replies, "I can take us there."

Finding the building, Peter jumps inside through the window, not wincing from the broken glass, sliding to safety.

He rests his back against the wooden wall, taking a second to soak up the adrenaline. He transforms into Peter wearing the black suit, his pupils enlarged and contained by darkness. This makes him smile.

"You've fallen in love with the power," Venom tells him, "I can feel it."

"I've just never felt so strong before," he says, "So undefeatable. I can feel the world between my fingers – I can feel myself _crushing_ it."

"You didn't want to crush the world before, did you?" Venom asks.

"I want to crush _him,"_ Peter smirks dementedly, "I'm going to crush him to pieces. _Pieces._ I'm going to make it slow and painful, I'm going to make him _sorry._ Sorry for what he did to Tony."

"And I will grant you this wish," Venom tells him, "As long as you keep me as your host, we will catch Mac Gargan. We will make him suffer."

Peter smiles at the thought, focusing on his fingertips and how they move. Clenching them tightly, imaging it as Mac Gargan's neck in his grasp; imagining crushing him.

"We can go to Poughskeepie tomorrow," he says, "Where I went before. Where he's from. We can go check out that club I went to, because I know they know him. They have to. I was just a kid before – but not 'll answer to us."

"Surely they will," Venom tells him, "Or they won't like what comes next."

"Oh, they'll be sorry alright," Peter says, "He'll pay for what he did. Even if it kills me."

X

Happy's car pulls up to the alley where the two teens sat, worry in his eyes.

"Hurry, get in!" he tells them, and they jump into the backseat. "You saw Peter!"

"Oh my God, Happy!" Ned exclaimed, "So we were following him, right? And then his voice was all deep and stuff and his eyes were dark and it was like really scary and then I started thinking whoa what if he's possessed by a demon or something but that's all crazy, right? And then, you won't believe what happens next. Are you ready?"

Happy groans, pulling over the car. "Yes, kid. Can you get to the point?"

"This _head_ came over him, it was black with big white eyes, and it had these humongous teeth, and this long tongue hanging out of them. I thought I was going to die."

"What are you trying to say?" Happy asks.

"We're trying to say that Peter has something in him, and it could come out if it wants. It looked like a monster. It took control of him," MJ explains.

Happy sits in silence, trying to comprehend what he had been told.

"He called himself Venom."

"Okay kids, hold on tight," he tells them. "I'm going to have to make a call."

"Rhodey?" he says over the phone, "I met up with the kids. We've got a situation."

Happy is white as a ghost as he explains, his hand beginning to shake when he hangs up the call. He turns the key back into the ignition.

"Are we going to meet the Avengers?" Ned asks.

"Definitely not," Happy answers, "You two are going home."

"What?" Ned interjects, "We're the ones who find him and actually saw the thing and we have to sit out?"

"It's too dangerous," he says, "We have one missing kid – we don't need three. Let the adults handle this one and I'll let you know when we've found him.

"No disrespect sir, but you're full of it if you think I'm going to sit back while you guys go find _my_ best friend when he's in danger!"

"Ned," MJ nudges him, whispering, "It's okay. I have a plan."

"Give me your address, Ned. I'm not going to ask again."

Ned sighs and gives it to him, trusting MJ.

The rest of the ride is silent, until they arrive at Ned's home. The two are quick to exit the car, and as soon as they're out, Happy is zipping in the opposite direction.

Ned and MJ sneak up to his room, Ned locking the door behind them.

"So," he says, "What's your plan?"

"We don't need the Avengers. They hardly know Peter. They're not going to know how to find him the way we do. Ned, you're one of the smartest people I know. We're going to put your skills to use to track him down, and then, we'll bring him home. Peter's still in there. We can talk him out of it. We can get rid of that thing. I just know we can."

Ned is quiet for a moment, contemplating her words. "You're right. We can do it."

"Better get us some Mountain Dew, because it's going to be a long night. We've got a lot of planning to do."

X

It had been awhile. Since he came here.

His footsteps feel as if they're in slow motion, as if he was making himself crawl forward, making himself push through his fear. What is his fear of, exactly? Is it of judgement? Of failure?

No. It was of reminding himself what he had done.

He hasn't been the same since he heard the news. Since he realized that he never got the chance to say goodbye. Since he realized that Tony died believing that he hated him, when that was far from the truth.

And for that, he started to hate his own self. He hadn't only failed the team, but he had failed a friend.

Taking a deep breath, Steve Rogers took the doorknob of Avenger's headquarters into his grip, turning it and going inside.

"Steve?"

Natasha runs up to him, concern in her eyes, cupping his chin. She almost winces when she looks into the blues of his eyes, for she has never seen him have so much sadness.

"Hey, Nat."

Rhodey approaches as well, holding out his hand. "Good to see you, Cap."

Steve nods in reciprocation, walking forward. "So, where's the kid?"

"That's what we're trying to find out," Bruce calls from the other room.

At that moment, Happy walks in, urgency on his face. "Bruce, look for anything on a black monster with big teeth and a long tongue. That's Peter."

"I'm on it," Bruce says, heading to the computer.

"So, something's inside of him?" Steve asks.

"It seems to be that way," Rhodey says, "But we believe we can save him. It's new, and nothing has really happened yet. He's an Avenger now; it's our responsibility to bring him back."

"It's more than that, why we have to bring him back," Steve says, "I wasn't here before. But I'm here now."

The Avengers look at him sympathetically.

"Because I'm not going to let us lose another Avenger again. I'm not going to let Tony down. Not again."


End file.
